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                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.,
                                   Depositor,


                        PRUDENTIAL ASSET RESOURCES, INC.,
                                Master Servicer,


                 KeyCorp Real Estate Capital Markets, Inc. d/b/a
                            KEY COMMERCIAL MORTGAGE,
                                Special Servicer,


                       LASALLE BANK NATIONAL ASSOCIATION,
                        Trustee and REMIC Administrator,


                                       and


                               ABN AMRO BANK N.V.,
                                  Fiscal Agent


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


                         POOLING AND SERVICING AGREEMENT

                           Dated as of October 1, 2001


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

                                  $938,283,211

                Commercial Mortgage Pass-Through Certificates

                                 Series 2001-PB1




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<PAGE>




                                TABLE OF CONTENTS


                                    ARTICLE I

    DEFINITIONS; CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL AND THE
                                  CERTIFICATES

SECTION 1.01   Defined Terms...............................................
SECTION 1.02   Certain Calculations in Respect of the Mortgage Pool........
SECTION 1.03   Incorporation of Preliminary Statement......................


                                   ARTICLE II

     CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL
                            ISSUANCE OF CERTIFICATES

SECTION 2.01   Conveyance of Mortgage Loans................................
SECTION 2.02   Acceptance of REMIC I by Trustee............................
SECTION 2.03   Mortgage Loan Sellers' Repurchase or Substitution of
               Mortgage Loans for Material Document Defects and
               Material Breaches...........................................
SECTION 2.04   Representations and Warranties of the Depositor.............
SECTION 2.05   [RESERVED]..................................................
SECTION 2.06   Representations and Warranties of the Master Servicer.......
SECTION 2.07   Representations and Warranties of the Special Servicer......
SECTION 2.08   Representations and Warranties of the Trustee and the
               REMIC Administrator.........................................
SECTION 2.09   Issuance of the Class R-I Certificates; Creation of the
               REMIC I Regular Interests...................................
SECTION 2.10   Conveyance of REMIC I Regular Interests; Acceptance of
               REMIC II by the Trustee.....................................
SECTION 2.11   Issuance of the REMIC II Certificates and the Class A-2F
               Regular Interest............................................
SECTION 2.12   Conveyance of the Class A-2F Regular Interest and the
               Excess Interest.............................................
SECTION 2.13   Issuance of Class A-2F Certificates.........................


                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01   Administration of the Mortgage Loans........................
SECTION 3.02   Collection of Mortgage Loan Payments........................
SECTION 3.03   Collection of Taxes, Assessments and Similar Items;
               Servicing Accounts; Servicing Advances; Reserve Accounts....
SECTION 3.04   Certificate Account, the Distribution Account and the
               REMIC II Distribution Account...............................
SECTION 3.05   Permitted Withdrawals From the Certificate Account and
               the Distribution Account....................................
SECTION 3.06   Investment of Funds in the Certificate Account, the
               Interest Reserve Account, the Excess Interest
               Distribution Account and the REO Account....................
SECTION 3.07   Maintenance of Insurance Policies; Errors and Omissions
               and Fidelity Coverage.......................................
SECTION 3.08   Enforcement of Due-On-Sale Clauses; Assumption
               Agreements; Subordinate Financing...........................
SECTION 3.09   Realization Upon Defaulted Mortgage Loans...................
SECTION 3.10   Trustee to Cooperate; Release of Mortgage Files.............
SECTION 3.11   Servicing Compensation; Interest on Servicing Advances;
               Payment of Certain Expenses; Obligations of the Trustee
               Regarding Back-up Servicing Advances........................
SECTION 3.12   Inspections; Collection of Financial Statements.............
SECTION 3.13   Annual Statement as to Compliance...........................
SECTION 3.14   Reports by Independent Public Accountants...................
SECTION 3.15   Access to Certain Information...............................
SECTION 3.16   Title to REO Property; REO Account..........................
SECTION 3.17   Management of REO Property..................................
SECTION 3.18   Resolution of Defaulted Mortgage Loans and REO
               Properties..................................................
SECTION 3.19   Additional Obligations of the Master Servicer and the
               Special Servicer............................................
SECTION 3.20   Modifications, Waivers, Amendments and Consents.............
SECTION 3.21   Transfer of Servicing Between Master Servicer and
               Special Servicer; Record Keeping; Asset Status Report;
               Directing Certificateholder.................................
SECTION 3.22   Sub-Servicing Agreements....................................
SECTION 3.23   Designation of Special Servicer by the Majority
               Certificateholder of the Controlling Class..................
SECTION 3.24   Confidentiality.............................................
SECTION 3.25   No Solicitation of Prepayments..............................
SECTION 3.26   Certain Matters with Respect to Loans Permitting
               Defeasance, Franchise Loans and Certain Loans Permitting
               Additional Debt.............................................
SECTION 3.27   Application of Default Charges..............................
SECTION 3.28   Swap Documents..............................................


                                   ARTICLE IV

               PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS

SECTION 4.01   Distributions...............................................
SECTION 4.02   Statements to Certificateholders; Certain Reports by the
               Master Servicer and the Special Servicer....................
SECTION 4.03   P&I Advances................................................
SECTION 4.04   Allocation of Realized Losses and Additional Trust Fund
               Expenses....................................................
SECTION 4.05   Interest Reserve Account....................................
SECTION 4.06   Excess Interest Distribution Account........................


                                    ARTICLE V

                                THE CERTIFICATES

SECTION 5.01   The Certificates............................................
SECTION 5.02   Registration of Transfer and Exchange of Certificates.......
SECTION 5.03   Book-Entry Certificates.....................................
SECTION 5.04   Mutilated, Destroyed, Lost or Stolen Certificates...........
SECTION 5.05   Persons Deemed Owners.......................................
SECTION 5.06   Certification by Certificate Owners.........................
SECTION 5.07   Regarding the Identification of Certain
               Certificateholders..........................................


                                   ARTICLE VI

   THE DEPOSITOR, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL
                      SERVICER AND THE REMIC ADMINISTRATOR

SECTION 6.01   Liability of the Depositor, the Master Servicer, the
               Special Servicer and the REMIC Administrator................
SECTION 6.02   Merger, Consolidation or Conversion of the Depositor,
               the Master Servicer, the Special Servicer or the REMIC
               Administrator...............................................
SECTION 6.03   Limitation on Liability of the Depositor, the Master
               Servicer, the Special Servicer, the REMIC Administrator
               and Others..................................................
SECTION 6.04   Master Servicer, Special Servicer and REMIC
               Administrator Not to Resign.................................
SECTION 6.05   Rights of the Depositor and the Trustee in Respect of
               the Master Servicer, the Special Servicer and the REMIC
               Administrator...............................................


                                   ARTICLE VII

                                     DEFAULT

SECTION 7.01   Events of Default...........................................
SECTION 7.02   Trustee to Act; Appointment of Successor....................
SECTION 7.03   Notification to Certificateholders..........................
SECTION 7.04   Waiver of Events of Default.................................
SECTION 7.05   Additional Remedies of Trustee Upon Event of Default........


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

SECTION 8.01   Duties of Trustee...........................................
SECTION 8.02   Certain Matters Affecting the Trustee.......................
SECTION 8.03   Trustee and Fiscal Agent Not Liable for Validity or
               Sufficiency of Certificates or Mortgage Loans...............
SECTION 8.04   Trustee May Own Certificates................................
SECTION 8.05   Fees of Trustee; Indemnification of Trustee.................
SECTION 8.06   Eligibility Requirements for Trustee........................
SECTION 8.07   Resignation and Removal of the Trustee......................
SECTION 8.08   Successor Trustee...........................................
SECTION 8.09   Merger or Consolidation of Trustee or Fiscal Agent..........
SECTION 8.10   Appointment of Co-Trustee or Separate Trustee...............
SECTION 8.11   Appointment of Custodians...................................
SECTION 8.12   Access to Certain Information...............................
SECTION 8.13   Filings with the Securities and Exchange Commission.........
SECTION 8.14   Fiscal Agent Appointed; Concerning the Fiscal Agent.........


                                   ARTICLE IX

                                   TERMINATION

SECTION 9.01   Termination Upon Repurchase or Liquidation of All
               Mortgage Loans..............................................
SECTION 9.02   Additional Termination Requirements.........................


                                    ARTICLE X

                  ADDITIONAL REMIC AND GRANTOR TRUST PROVISIONS

SECTION 10.01  REMIC Administration........................................
SECTION 10.02  Depositor, Master Servicer, Special Servicer and Trustee
               to Cooperate with REMIC Administrator.......................
SECTION 10.03  Fees of the REMIC Administrator.............................
SECTION 10.04  Use of Agents...............................................
SECTION 10.05  Grantor Trust Administration................................


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

SECTION 11.01  Amendment...................................................
SECTION 11.02  Recordation of Agreement; Counterparts......................
SECTION 11.03  Limitation on Rights of Certificateholders..................
SECTION 11.04  Governing Law...............................................
SECTION 11.05  Notices.....................................................
SECTION 11.06  Severability of Provisions..................................
SECTION 11.07  Successors and Assigns; Beneficiaries.......................
SECTION 11.08  Article and Section Headings................................
SECTION 11.09  Notices to and from Rating Agencies and the Swap
               Counterparty................................................
SECTION 11.10  Requests for Information; Standing Requests.................

<PAGE>




LIST OF EXHIBITS AND SCHEDULES


EXHIBIT A-1       Form of Class A-1 Certificate
EXHIBIT A-2       Form of Class A-2 Certificate
EXHIBIT A-3       Form of Class A-2F Certificate
EXHIBIT A-4       Form of Class XC Certificate
EXHIBIT A-5       Form of Class XP Certificate
EXHIBIT A-6       Form of Class B Certificate
EXHIBIT A-7       Form of Class C Certificate
EXHIBIT A-8       Form of Class D Certificate
EXHIBIT A-9       Form of Class E Certificate
EXHIBIT A-10      Form of Class F Certificate
EXHIBIT A-11      Form of Class G Certificate
EXHIBIT A-12      Form of Class H Certificate
EXHIBIT A-13      Form of Class J Certificate
EXHIBIT A-14      Form of Class K Certificate
EXHIBIT A-15      Form of Class L Certificate
EXHIBIT A-16      Form of Class M Certificate
EXHIBIT A-17      Form of Class N Certificate
EXHIBIT A-18      Form of Class O Certificate
EXHIBIT A-19      Form of Class P Certificate
EXHIBIT A-20      Form of Class Q Certificate
EXHIBIT A-21      Form of Class R-I Certificate
EXHIBIT A-22      Form of Class R-II Certificate
EXHIBIT B         Form of Investment Representation Letter
EXHIBIT C-1       Form of Transfer Affidavit and Agreement Pursuant to
                  Section 5.02(d)(i)(B)
EXHIBIT C-2       Form of Transferor Certificate Pursuant to
                  Section 5.02(d)(i)(D)
EXHIBIT D         Request for Release
EXHIBIT E         Form of ERISA Representation Letter
EXHIBIT F         Form of Interim Custodial Certification
EXHIBIT G         Form of Final Custodial Certification
EXHIBIT H         Servicer Watch List Criteria
EXHIBIT I         Request for Review
EXHIBIT J         Form of Purchase Option Notice
EXHIBIT K         Controlling Class Certificateholder Reports Checklist

SCHEDULE I        Mortgage Loan Schedule
SCHEDULE II       Sub-Servicing Agreements in Effect as of the Closing Date
SCHEDULE III      Schedule of Exceptions under Section 2.02(a)
SCHEDULE IV       Class XP Reference Rate

<PAGE>




            This Pooling and Servicing Agreement (this "Agreement"), is dated
and effective as of October 1, 2001, among BANC OF AMERICA COMMERCIAL MORTGAGE
INC., as Depositor, PRUDENTIAL ASSET RESOURCES, INC. ("PAR"), as Master
Servicer, KEYCORP REAL ESTATE CAPITAL MARKETS, INC. d/b/a Key Commercial
Mortgage, as Special Servicer, LASALLE BANK NATIONAL ASSOCIATION, as Trustee and
as REMIC Administrator and ABN AMRO BANK N.V., as Fiscal Agent.


                             PRELIMINARY STATEMENT:

            The Depositor intends to sell Certificates, to be issued hereunder
in multiple Classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust to be created hereunder.

            As provided herein, the Trustee will elect that the Trust Fund,
exclusive of the Class A-2F Regular Interest, the Swap Documents, the Floating
Rate Account, the Excess Interest and the Excess Interest Distribution Account,
be treated for federal income tax purposes as two separate real estate mortgage
investment conduits ("REMIC I" and "REMIC II" described herein respectively).
The Class A-1, Class A-2, Class XC, Class XP, Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
O, Class P and Class Q Certificates and the Class A-2F Regular Interest
constitute "regular interests" in REMIC II, and the Class R-II Certificates
constitute the sole Class of "residual interest" in REMIC II for purposes of the
REMIC Provisions. The Uncertificated Interests listed in this Preliminary
Statement under the heading "Corresponding REMIC I Regular Interests" constitute
"regular interests" in REMIC I and the Class R-I Certificates constitute the
sole Class of "residual interests" in REMIC I created hereunder for purposes of
the REMIC Provisions. The portion of the Trust Fund consisting of the (i) the
Class A-2F Regular Interest and the Swap Documents, and all payments thereunder,
(ii) the Floating Rate Account and all amounts held from time to time in the
Floating Rate Account; (iii) Excess Interest and (iv) the Excess Interest
Distribution Account shall be treated as a grantor trust (the "Grantor Trust")
for federal income tax purposes. The Class Q Certificates represent beneficial
interests in the portion of the Grantor Trust representing Excess Interest and
the Excess Interest Distribution Account for federal income tax purposes. The
Class A-2F Certificates will represent beneficial interests in the portion of
the Grantor Trust representing the Class A-2F Regular Interest, the Swap
Documents and the Floating Rate Account for federal income tax purposes.

            The following table sets forth the designation, the Pass-Through
Rate, and the Initial Class Principal Balance for each of the Classes of REMIC
II Regular Certificates and the Class A-2F Certificates:


                            Initial                   Initial Class
Designation            Pass-Through Rate            Principal Balance
-----------            -----------------            -----------------

Class A-1              4.9070% per annum              $131,224,107
Class A-2              5.7870% per annum              $563,136,797
Class A-2F               LIBOR + 0.45%                $ 37,500,000
Class B                6.0100% per annum              $ 37,531,329
Class C                6.1100% per annum              $  9,382,832
Class D                6.1880% per annum              $ 11,728,540
Class E                6.2280% per annum              $ 18,765,664
Class F                6.3260% per annum              $ 11,728,540
Class G                6.6690% per annum              $ 14,074,248
Class H                6.7690% per annum              $ 14,074,248
Class J               7.1660% per annum(1)            $ 11,728,541
Class K                6.1500% per annum              $ 18,765,664
Class L                6.1500% per annum              $ 14,074,248
Class M                6.1500% per annum              $  7,037,124
Class N                6.1500% per annum              $ 11,728,540
Class O                6.1500% per annum              $  4,691,416
Class P                6.1500% per annum              $  4,691,416
Class Q                6.1500% per annum              $ 16,419,957
Class XC                  Variable(2)                 $501,273,702(3)
Class XP                  Variable(2)                 $938,283,211(3)


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

(1)   Initial Pass-Through Rate. The Pass-Through Rate for the Class J
      Certificates for each Distribution Date shall not exceed the Weighted
      Average Adjusted Net Mortgage Rate for such Distribution Date.

(2)   The Pass-Through Rates for each of the Class XC and Class XP Certificates
      will be calculated in accordance with the related definitions of "Class XC
      Pass-Through Rate" and "Class XP Pass-Through Rate", as applicable.

(3)   The Class XC and Class XP Certificates will not have a Class Principal
      Balance; rather, each such Class of Certificates will accrue interest as
      provided herein on the related Class XC Notional Amount or, the Class XP
      Notional Amount, as applicable.

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

            The following table sets forth the Class or Component designation,
the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular
Interest"), and the Corresponding Components of the Class X Certificates for
each Class of the REMIC II Certificates (the "Corresponding Certificates").

                        Corresponding
Corresponding          REMIC I Regular       Corresponding Components of Class X
Certificates(1)         Interests(2)                 Certificates(2)
---------------        ---------------       -----------------------------------

Class A-1                  LA-1                         XA-1

Class A-2                  LA-2C                        XA-2C
                           LA-2P                        XA-2P

Class A-2F                 LA-2FC                       XA-2FC
                           LA-2FP                       XA-2FP

Class B                      LB                           XB

Class C                      LC                           XC

Class D                      LD                           XD
                             LE                           XE
Class E
                             LF                           XF
Class F

Class G                      LG                           XG

Class H                      LH                           XH

Class J                      LJ                           XJ

Class K                      LK                           XK

Class L                      LL                           XL

Class M                      LM                           XM

Class N                      LN                           XN

Class O                      LO                           XO

Class P                      LP                           XP

Class Q                      LQ                           XQ

            The Class R-I and Class R-II Certificates will be Residual
Certificates bearing no Pass-Through Rate and having no initial Certificate
Principal Balances or notional amounts. Any Available Distribution Amount
remaining in the REMIC I Distribution Account after distributing the REMIC I
Distribution Amount shall be distributed to the Holders of the Class R-I
Certificates (but only to the extent of the Available Distribution Amount for
such Distribution Date, if any, remaining in the REMIC I Distribution Account,
as applicable).

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

(1)   With respect to the Class A-2F, the Class A-2F Regular Interest.

(2)   The REMIC I Regular Interest or Interests and the Component or Components
      of the Class X Certificates that correspond to any particular Class of
      Sequential Pay Certificates also correspond to each other and,
      accordingly, constitute the (i) "Corresponding REMIC I Regular Interest"
      and (ii) "Corresponding Components", respectively, with respect to each
      other.

<PAGE>




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


                                    ARTICLE I

    DEFINITIONS; CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL AND THE
                                  CERTIFICATES

            SECTION 1.01 Defined Terms

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

            "30/360 Basis": As defined in clause (iii) of the definition of
"Mortgage Loan Schedule".

            "Accrued Certificate Interest": With respect to any Class of REMIC
II Regular Certificates and the Class A-2F Regular Interest, for any
Distribution Date, one (1) month's interest (calculated on a 30/ 360 basis) at
the Pass-Through Rate applicable to such Class of Certificates for such
Distribution Date, accrued on the related Class Principal Balance of such Class
of REMIC II Regular Certificates and Class A-2F Regular Interest outstanding
immediately prior to such Distribution Date and, with respect to the Class XC,
and Class XP Certificates for any Distribution Date, the sum of the Accrued
Component Interest for the related Interest Accrual Period for all of their
respective Components for such Distribution Date. For the avoidance of doubt,
the Accrued Certificate Interest in respect of any Class of REMIC II Regular
Certificates and the Class A-2F Regular Interest for any Distribution Date shall
be deemed to have accrued during the applicable Interest Accrual Period.

            "Accrued Component Interest": With respect to each Component of the
Class XC and Class XP Certificates for any Distribution Date, one month's
interest at the Class XC Strip Rate or Class XP Strip Rate applicable to such
Component for such Distribution Date, accrued on the Component Notional Amount
of such Component outstanding immediately prior to such Distribution Date.
Accrued Component Interest shall be calculated as described in the definitions
of Class XC Strip Rate or Class XP Strip Rate, with respect to any Component and
any Distribution Date, and shall be deemed to accrue during the calendar month
preceding the month in which such Distribution Date occurs.

            "Actual/360 Basis": As defined in clause (iii) of the definition of
"Mortgage Loan Schedule".

            "Additional Trust Fund Expense": Any expense incurred or shortfall
experienced with respect to the Trust Fund and not otherwise included in the
calculation of a Realized Loss, that would result in the Regular
Certificateholders receiving less than the full amount of principal and/or
interest to which they are entitled on any Distribution Date.

            "Adjusted Net Mortgage Rate": With respect to any Mortgage Loan or
REO Loan, for any Distribution Date, the annualized rate at which interest would
have to accrue thereon on a 30/360 Basis during the most recently ended calendar
month in order to produce the actual amount of interest accrued (or, if such
Mortgage Loan or REO Loan, as the case may be, is prepaid, in whole or in part,
or otherwise liquidated during such calendar month, that otherwise would have
accrued) in respect of such Mortgage Loan or REO Loan, as the case may be, at
the related Net Mortgage Rate in effect for such Mortgage Loan or REO Loan
during such calendar month (or, in the case of an ARD Loan after its Anticipated
Repayment Date, if such rate is less, the related Net Mortgage Rate in effect
for such Mortgage Loan immediately prior to its Anticipated Repayment Date).
Such rate shall be calculated by multiplying (i) the Net Mortgage Rate by (ii)
the actual number of days of accrued interest for the related period for such
Mortgage Loan, divided by 30; provided, however, that the months of December
(other than the month of December in a year preceding a leap year), January and
February shall be treated as having thirty (30) days.

            "Administrative Fee Rate": With respect to each Mortgage Loan and
REO Loan, as specified in the Mortgage Loan Schedule, being the sum of the
related Master Servicing Fee Rate and the Trustee Fee Rate.

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

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

            "Adverse REMIC Event": With respect to each of REMIC I and REMIC II,
either (i) the endangerment of the status of such REMIC as a REMIC or (ii),
except as permitted by Section 3.17(a), the imposition of a tax upon such REMIC
or any of its assets or transactions (including, without limitation, the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax
on certain contributions set forth in Section 860G(d) of the Code).

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

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

            "Anticipated Repayment Date": With respect to any ARD Loan, the date
specified on the related Mortgage Note, as of which Excess Interest shall begin
to accrue on such Mortgage Loan, which date is prior to the Stated Maturity Date
for such Mortgage Loan.

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

            "Appraisal": With respect to any Mortgaged Property or REO Property
as to which an appraisal is required to be performed pursuant to the terms of
this Agreement, a narrative appraisal complying with USPAP (or, in the case of
Mortgage Loans and REO Loans with a Stated Principal Balance as of the date of
such appraisal of $2,000,000 or less, at the Special Servicer's option, either a
limited appraisal and a summary report or an internal valuation prepared by the
Special Servicer) that indicates the "market value" of the subject property, as
defined in 12 C.F.R. ss.225.62(g), and is conducted by a Qualified Appraiser (or
by the Special Servicer, in the case of a limited appraisal and summary report
or internal valuation with respect to a Mortgage Loan or an REO Loan with a
Stated Principal Balance as of the date of such appraisal or valuation of
$2,000,000 or less).

            "Appraisal Reduction Amount": With respect to any Required Appraisal
Loan, an amount (calculated by the Special Servicer as of (i) the Determination
Date immediately following the later of (a) the date on which the most recent
Appraisal that meets the requirements of Section 3.19(b) in respect of such
Required Appraisal Loan was obtained by the Master Servicer or the Special
Servicer, as the case may be, and (b) the earliest of the relevant dates in
respect of such Required Appraisal Loan specified in the first sentence of
Section 3.19(b) hereof, and (ii) as of each Determination Date following each
anniversary of such Required Appraisal Loan's becoming a Required Appraisal Loan
thereafter) equal to the excess, if any, of (x) the sum of (i) the Stated
Principal Balance of such Required Appraisal Loan, (ii) to the extent not
previously advanced by or on behalf of the Master Servicer or the Trustee, all
accrued and unpaid interest (excluding, in the case of PMCF ARD Loan after its
Anticipated Repayment Date, Excess Interest) on such Required Appraisal Loan
through the most recent Due Date prior to such Determination Date at a per annum
rate equal to the sum of the related Net Mortgage Rate and the Trustee Fee Rate,
(iii) all accrued but unpaid Master Servicing Fees and Special Servicing Fees in
respect of such Required Appraisal Loan, (iv) all related unreimbursed Advances
made by or on behalf of the Master Servicer, the Special Servicer or the Trustee
in respect of such Required Appraisal Loan, together with all unpaid Advance
Interest accrued on such Advances, and (v) all currently due but unpaid real
estate taxes and assessments, insurance premiums and, if applicable, ground
rents in respect of the related Mortgaged Property or REO Property (net of any
Escrow Payments or other reserves held by the Master Servicer or the Special
Servicer with respect to any such item and net of any reserves for debt service
coverage, capital expenditures and replacement reserves), over (y) 90% of an
amount equal to (i) the Appraised Value of the related Mortgaged Property or REO
Property, as applicable, as determined by the most recent relevant Appraisal
acceptable for purposes of Section 3.19(b) hereof, net of (ii) the amount of any
liens on such property (other than in respect of items described in clause (v)
above) that are prior to the lien of the Required Appraisal Loan.
Notwithstanding the foregoing, if an Appraisal is required to be obtained
pursuant to Section 3.19(b) but has not been received within the time period
contemplated by such section, then until the date such Appraisal is obtained the
"Appraisal Reduction Amount" for the subject Required Appraisal Loan will be
deemed to equal 25% of the Stated Principal Balance of such Required Appraisal
Loan; provided that upon receipt of an Appraisal acceptable for purposes of
Section 3.19(b) hereof, the Appraisal Reduction Amount for such Required
Appraisal Loan will be recalculated in accordance with the preceding sentence.

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

            "ARD Application Priority": Interest received in respect of an ARD
Loan shall be applied as follows: first, to the payment of all interest due but
not yet paid at the interest rate in effect immediately prior to the Anticipated
Repayment Date; second, to the payment of interest due but not yet paid at the
Excess Interest Rate, third; to the payment of Default Interest, if any, due in
respect of the amount described in priority first; and fourth to the payment of
Default Interest, if any, due in respect of the amount described in priority
second.

            "ARD Loan": Any Mortgage Loan identified on the Mortgage Schedule as
such pursuant to clause (xviii) under the definition of Mortgage Loan Schedule.

            "Asset Status Report": As defined in Section 3.21(d).

            "Assignment Documents": With respect to any Mortgage Loan, any of
the following: (i) the documents identified in clause (iii) of the definition of
Mortgage File, together with any intervening assignments from the originator to
the most recent assignee prior to the Trustee; (ii) the documents identified in
clause (v) of the definition of Mortgage File, together with any intervening
assignments from the originator to the most recent assignee prior to the
Trustee; (iii) any UCC-2 or UCC-3 filing identified in clause (xi) of the
definition of Mortgage File, including any intervening UCC-2 or UCC-3 from each
assignee of record prior to the Trustee; or (iv) an original assignment of any
related Security Agreement (if such item is a document separate from the related
Mortgage) executed by the most recent assignee of record thereof prior to the
Trustee or, if none, by the originator, in favor of the Trustee (in such
capacity), together with any collateral therefor (including without limitation
securities) in the Mortgage Loan Sellers' possession, which assignment may be
included as part of the corresponding assignment of the related Mortgage
referred to in clause (iii) of the definition of Mortgage File.

            "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar document or instrument
executed by the Mortgagor in connection with the related Mortgage Loan, as
amended, modified, renewed or extended through the date hereof and from time to
time hereafter.

            "Assumed Monthly Payment": With respect to any Balloon Mortgage Loan
for its Stated Maturity Date (provided that such Mortgage Loan has not been paid
in full, and no other Liquidation Event has occurred in respect thereof, on or
before the end of the Collection Period in which such Stated Maturity Date
occurs) and for any subsequent Due Date which such Mortgage Loan remains
outstanding and part of the Trust Fund, if no Monthly Payment (other than a
delinquent Balloon Payment) is due for such Due Date, the scheduled monthly
payment of principal and/or interest deemed to be due in respect thereof on such
Due Date equal to the amount that would have been due in respect of such
Mortgage Loan on such Due Date if it had been required to continue to accrue
interest (exclusive, in the case of an ARD Loan after its Anticipated Repayment
Date, of Excess Interest) in accordance with its terms, and to pay principal in
accordance with the amortization schedule (if any), in effect immediately prior
to, and without regard to the occurrence of, its most recent scheduled maturity
date (as such terms and amortization schedule may have been modified, and such
maturity date may have been extended, in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Master Servicer or
Special Servicer pursuant to Section 3.20). With respect to any REO Loan, for
any Due Date therefor as of which the related REO Property remains part of the
Trust Fund, the scheduled monthly payment of principal and/or interest deemed to
be due in respect thereof on such Due Date equal to the Monthly Payment that was
due (or, in the case of a Balloon Mortgage Loan described in the preceding
sentence of this definition, the Assumed Monthly Payment that was deemed due) in
respect of the related Mortgage Loan on the last Due Date prior to its becoming
an REO Loan.

            "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to (a) the balance on deposit in the Distribution Account
as of 11:30 a.m. (New York City time) on such Distribution Date (or such later
time on such date as of which distributions are made on the Certificates),
including, without limitation, if and to the extent on deposit therein as of
such time, the Master Servicer Remittance Amount for the related Master Servicer
Remittance Date, any P&I Advances made by the Master Servicer, the Trustee or
the Fiscal Agent to cover uncollected Monthly Payments due and/or Assumed
Monthly Payments deemed due during the related Collection Period, any
Compensating Interest Payments made by the Master Servicer to cover Prepayment
Interest Shortfalls incurred during the related Collection Period, and for the
Distribution Date occurring in each March, the related Withheld Amounts remitted
to the Distribution Account pursuant to Section 4.05, net of (b) any portion of
the amounts described in clause (a) of this definition that represents one or
more of the following: (i) collected Monthly Payments that are due on a Due Date
following the end of the related Collection Period, (ii) any payments of
principal (including, without limitation, Principal Prepayments) and interest,
Liquidation Proceeds and Insurance Proceeds received after the end of the
related Collection Period, (iii) Prepayment Premiums, (iv) Excess Interest, (v)
any amounts payable or reimbursable to any Person from the Distribution Account
pursuant to any of clauses (ii) through (vi) of Section 3.05(b), (vi) any
amounts deposited in the Distribution Account in error, (vii) any amounts
payable or reimbursable to any Person from the Certificate Account pursuant to
clauses (ii) through (xvii) of Section 3.05(a), and (viii) with respect to each
Mortgage Loan which accrues interest on an Actual/360 Basis and any Distribution
Date relating to the one (1) month period preceding the Distribution Date in
each February (and in any January of a year which is not a leap year), an amount
equal to the related Withheld Amount pursuant to Section 4.05; provided that the
Available Distribution Amount for the Final Distribution Date shall be
calculated without regard to clauses (b)(i), (b)(ii) and (b)(vii) of this
definition.

            "BACM": Banc of America Commercial Mortgage Inc., or its successor
in interest.

            "Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification entered into as of the Closing Date (or,
in the case of a Replacement Mortgage Loan, as of the related date of
substitution) provides for an amortization schedule extending beyond its Stated
Maturity Date and as to which, in accordance with such terms, the Monthly
Payment due on its Stated Maturity Date is at least two times larger than the
Monthly Payment due on the Due Date next preceding its Stated Maturity Date.

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

            "Bank": As defined in Section 2.08.

            "Bank of America": Bank of America, N.A., or its successor in
interest.

            "Bank of America ARD Loan": Each ARD Loan transferred by Bank of
America pursuant to the Bank of America/BACM Mortgage Loan Purchase and Sale
Agreement.

            "Bank of America Mortgage Loan": Any of the Mortgage Loans acquired
by BACM pursuant to the Bank of America/BACM Mortgage Loan Purchase and Sale
Agreement. The Bank of America Mortgage Loans are identified as such on the
Mortgage Loan Schedule under the heading "Mortgage Loan Seller".

            "Bank of America/BACM Mortgage Loan Purchase and Sale Agreement":
The Mortgage Loan Purchase and Sale Agreement, dated as of November 6, 2001,
between Bank of America, and the Depositor.

            "Bank of America Sub-Servicer": Any one of those Sub-Servicers
listed on Schedule II attached hereto.

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

            "Base Interest Fraction" As defined in Section 4.01(c).

            "Base Prospectus": That certain prospectus dated October 26, 2001
relating to trust funds established by the Depositor and publicly offered
mortgage pass-through certificates evidencing interests therein.

            "BCRF": Bridger Commercial Realty Finance LLC, a Missouri limited
liability company.

            "BCRF/BACM Mortgage Loan Purchase and Sale Agreement": The Mortgage
Loan Purchase and Sale Agreement, dated as of November 6, 2001, between BCRF and
the Depositor.

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

            "Borrower": Individually and collectively, as the context may
require, the obligor or obligors under a Mortgage Loan, including any Person
that has not signed the related Mortgage Note but owns an interest in the
related Mortgaged Property, which interest has been encumbered to secure such
Mortgage Loan.

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

            "Bridger Mortgage Loan": Any of the Mortgage Loans acquired by BACM
pursuant to the BCRF/BACM Mortgage Loan Purchase and Sale Agreement. The Bridger
Mortgage Loans are identified as such on the Mortgage Loan Schedule under the
heading "Mortgage Loan Seller".

            "Business Day": Except with respect to the computation of LIBOR, any
day other than a Saturday, a Sunday or a day on which banking institutions in
California, New York, Missouri, Texas, Ohio and Illinois and the jurisdictions
in which the Primary Servicing Offices of the Master Servicer and Special
Servicer and the Corporate Trust Office of the Trustee are located, are
authorized or obligated by law or executive order to remain closed. With respect
to the computation of LIBOR, any day other than a day on which banking
institutions in London, England and New York, New York are authorized by law to
remain closed.

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

            "Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2001-PB1 as executed by the Trustee and
authenticated and delivered hereunder by the Certificate Registrar.

            "Certificate Account": The segregated account or accounts created
and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of
the Trustee in trust for Certificateholders, which shall be entitled "Prudential
Asset Resources, Inc., as Master Servicer, in trust for the registered holders
of Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-PB1, Certificate Account".

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

            "Certificate Notional Amount": With respect to any Class XC or Class
XP Certificate, as of any date of determination, the then notional amount of
such Certificate equal to the product of (a) the Percentage Interest evidenced
by such Certificate, multiplied by (b) the then Class Notional Amount of such
Class XC or Class XP Certificate, as applicable.

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

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

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

            "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided that solely for
the purposes of giving any consent, approval or waiver pursuant to this
Agreement, any Certificate registered in the name of the Depositor, the Mortgage
Loan Sellers, the Master Servicer, the Special Servicer, the REMIC
Administrator, the Trustee or the Fiscal Agent or any Affiliate of any of them
shall be deemed not to be outstanding, and the Voting Rights to which any of
them is entitled shall not be taken into account in determining whether the
requisite percentage of Voting Rights necessary to effect any such consent,
approval or waiver has been obtained, except as otherwise provided in Sections
7.04 and 11.01 or except in connection with the Controlling Class exercising its
rights under Section 3.23, or unless such Persons collectively own an entire
Class of Certificates and only the Holders of such Class of Certificates are
entitled to grant such consent, approval or waiver. The Certificate Registrar
shall be entitled to request and rely upon a certificate of the Depositor, the
Master Servicer, the Special Servicer or, if other than the Trustee, the REMIC
Administrator, as the case may be, in determining whether or not a Certificate
is registered in the name of an Affiliate of such Person. All references herein
to "Holders" or "Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly exercise such rights through the Depository and
the Depository Participants, except as otherwise specified herein; provided,
however, that the parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.

            "Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical Class designation, and each REMIC I
Regular Interest and the Class A-2F Regular Interest.

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

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

            "Class A-1 Pass-Through Rate": A per annum rate equal to 4.9070%.

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

            "Class A-2 Pass-Through Rate": A per annum rate equal to 5.7870%.

            "Class A-2F Available Funds": In respect of each Distribution Date,
(i) the sum of all previously undistributed payments or other receipts on
account of principal and interest (net of any amounts payable to the Swap
Counterparty under the Swap Documents) on or in respect of the Class A-2F
Regular Interest received by the Trustee after the Cut-off Date and on or prior
to such Distribution Date and (ii) the sum of all amounts received from the Swap
Counterparty pursuant to the Swap Documents, but excluding the following: (a)
all amounts of Prepayment Premiums (to the extent the Swap Counterparty is
entitled to such amounts pursuant to Section 4.01(c)(iv)), and (b) all amounts
required to be paid to the Swap Counterparty pursuant to the Swap Documents.

            "Class A-2F Certificate": Any one of the Certificates with a "Class
A-2F" designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing an interest in the Grantor Trust as described in
Section 4.01(k).

            "Class A-2F Interest Distribution Amount": In respect of any
Distribution Date, the sum of (i) the aggregate amount of interest received by
the Trustee from the Swap Counterparty pursuant to the terms of the Swap
Documents and (ii) amounts in respect of interest received on the Class A-2F
Regular Interest not required to be paid to the Swap Counterparty. With respect
to any Distribution Date, if the Swap Counterparty defaults on its obligation to
pay such interest to the Trustee, or if a Swap Default occurs, the Class A-2F
Interest Distribution Amount for such Distribution Date will equal the
applicable Fixed Interest Distribution.

            "Class A-2F Principal Distribution Amount": In respect of any
Distribution Date, an amount equal to the aggregate amount of the principal
payments made on the Class A-2F Regular Interest on such Payment Date.

            "Class A-2F Regular Interest": The uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Class Principal Balance equal to the Class Principal Balance
of the Class A-2F Certificates, and which has a Pass-Through Rate equal to the
per annum rate of 5.7870% in respect of each Distribution Date.

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

            "Class B Pass-Through Rate": A per annum rate equal to 6.0100%.

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

            "Class C Pass-Through Rate": A per annum rate equal to 6.1100%.

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

            "Class D Pass-Through Rate": A per annum rate equal to 6.1880%.

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

            "Class E Pass-Through Rate": A per annum rate equal to 6.2280%.

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

            "Class F Pass-Through Rate": A per annum rate equal to 6.3260%.

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

            "Class G Pass-Through Rate": A per annum rate equal to 6.6690%.

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

            "Class H Pass-Through Rate": A per annum rate equal to 6.7690%.

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

            "Class J Pass-Through Rate": A per annum rate equal to 7.1660%;
provided, however, that the Class J Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate for the related Distribution Date.

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

            "Class K Pass-Through Rate": A per annum rate equal to 6.1500%.

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

            "Class L Pass-Through Rate": A per annum rate equal to 6.1500%.

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

            "Class M Pass-Through Rate": A per annum rate equal to 6.1500%.

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

            "Class N Pass-Through Rate": A per annum rate equal to 6.1500%.

            "Class Notional Amount": The Class XC Notional Amount or the Class
XP Notional Amount.

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

            "Class O Pass-Through Rate": A per annum rate equal to 6.1500%.

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

            ."Class P Pass-Through Rate": A per annum rate equal to 6.1500%.

            "Class Principal Balance": The aggregate principal amount of any
Class of Sequential Pay Certificates outstanding as of any date of
determination. As of the Closing Date, the Class Principal Balance of each such
Class of Certificates shall equal the Initial Class Principal Balance thereof.
On each Distribution Date, the Class Principal Balance of each Class of the
Sequential Pay Certificates shall be permanently reduced by the amount of any
distributions of principal made thereon on such Distribution Date pursuant to
Section 4.01(b) and, if and to the extent appropriate, shall be further
permanently reduced on such Distribution Date as provided in Section 4.04. The
Class Principal Balance of the Class A-2F Regular Interest shall be equal to the
Class Principal Balance of the Class A-2F Certificates.

            "Class Q Certificate": Any one of the Certificates with a "Class Q"
designation on the face thereof, substantially in the form of Exhibit A-20
attached hereto, and evidencing (i) a "regular interest" in REMIC II for
purposes of the REMIC Provisions in respect of its Class Principal Balance and
Pass-Through Rate and (ii) a beneficial interest in the portion of the Grantor
Trust consisting of the Excess Interest and the Excess Interest Distribution
Account.

            "Class Q Pass-Through Rate": A per annum rate equal to 6.1500%.

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

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

            "Class X Certificates": The Class XC Certificates and the Class XP
Certificates.

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

            "Class XC Notional Amount": As of any date of determination, the sum
of the then Component Notional Amounts of all of the Components.

            "Class XC Pass-Through Rate": With respect to the initial
Distribution Date, 0.9522% per annum, and for any subsequent Distribution Date,
the weighted average of the Class XC Strip Rates for the respective Components
for such Distribution Date (weighted on the basis of the respective Component
Notional Amounts of such Components outstanding immediately prior to such
Distribution Date);

            "Class XC Strip Rate": With respect to any Class of Components
(other than Components XA-2P, XA-2FP, XB, XC, XD, XE and XF for any Distribution
Date, a rate per annum equal to (i) the Weighted Average Net Mortgage Rate for
such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding
Certificates (or in the case of Component XA-2FC, the Class A-2F Regular
Interest) and in the case of Components X-A4P, X-A4FP, XB, XC, XD, XE and XF (i)
for any Distribution Date occurring on or before the Class XP Termination Date
(x) the Weighted Average Net Mortgage Rate for such Distribution Date minus (y)
the sum of the Pass-Through Rate for the Corresponding Certificates (or in the
case of Component XA-2F, the Class A-2F Regular Interest) and the Class XP Strip
Rate for such Component for such Distribution Date and (ii) for any Distribution
Date occurring after the Class XP Termination Date, a rate per annum equal to
(x) the Weighted Average Net Mortgage Rate for such Distribution Date, minus (y)
the Pass-Through Rate for the Corresponding Certificate (or in the case of
Component XA-2FC, the Class A-2F Regular Interest) provided that in no event
shall any Class XC Strip Rate be less than zero.

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

            "Class XP Components": Each of Component XA-2P, Component XA-2FP,
Component XB, Component XC, Component XD, Component XE and Component XF.

            "Class XP Notional Amount": As of any date of determination, the sum
of the then Component Notional Amounts of the Class XP Components.

            "Class XP Pass-Through Rate": With respect to the initial
Distribution Date, 1.7730% per annum, and for any subsequent Distribution Date,
the weighted average of the Class XP Strip Rates for the respective Class XP
Components for such Distribution Date (weighted on the basis of the respective
Component Notional Amounts of such Components outstanding immediately prior to
such Distribution Date);

            "Class XP Reference Rate": For any Distribution Date, the rate per
annum corresponding to such Distribution Date on Schedule IV.

            "Class XP Strip Rate": With respect to the Class XP Components for
any Distribution Date, the product of a rate per annum equal to (i) for any
Distribution Date occurring on or before the Class XP Termination Date, (x) the
lesser of (I) the Weighted Average Net Mortgage Rate for such Distribution Date
and (II) the Class XP Reference Rate for such Distribution Date minus (y) the
Pass-Through Rate for the Corresponding Certificates, or in the case of
Component XA-2FP, the Class A-2F Regular Interest (provided that in no event
shall any Class XP Strip Rate be less than zero), and (ii) for any Distribution
Date occurring after the Class XP Termination Date, 0% per annum.

            "Class XP Termination Date": The Distribution Date in June 2010.

            "Closing Date": November 6, 2001.

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

            "CMSA Bond Level File" shall mean the monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Bond Level File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and is
reasonably acceptable to the Trustee.

            "CMSA Collateral Summary File" shall mean the report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Collateral Summary File" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and is
reasonably acceptable to the Trustee.

            "CMSA Comparative Financial Status Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Comparative Financial Status Report" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and is reasonably
acceptable to the Master Servicer and the Special Servicer.

            "CMSA Delinquent Loan Status Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Delinquent Loan Status Report" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be recommended by the CMSA for commercial mortgage securities transactions
generally and is reasonably acceptable to the Master Servicer and the Special
Servicer.

            "CMSA Financial File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and is reasonably
acceptable to the Master Servicer.

            "CMSA Historical Liquidation Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Historical Liquidation Report" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be recommended by the CMSA for commercial mortgage securities transactions
generally and is reasonably acceptable to the Master Servicer and the Special
Servicer.

            "CMSA Historical Loan Modification Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Historical Loan Modification Report" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be recommended by the CMSA for commercial mortgage securities transactions
generally and is reasonably acceptable to the Master Servicer and the Special
Servicer.

            "CMSA Loan Periodic Update File" shall mean the monthly report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Loan Periodic Update File" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage securities transactions
generally and is reasonably acceptable to the Master Servicer, the Special
Servicer and the Trustee.

            "CMSA Loan Setup File" shall mean the report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Loan Setup File" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and is reasonably
acceptable to the Master Servicer, the Special Servicer and the Trustee.

            "CMSA NOI Adjustment Worksheet" shall mean a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "NOI Adjustment Worksheet" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and is
acceptable to the Master Servicer or the Special Servicer, as applicable, and in
any event, shall present the computations made in accordance with the
methodology described in such form to "normalize" the full year net operating
income and debt service coverage numbers used in the other reports required by
this Agreement.

            "CMSA Property File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Property File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and is reasonably
acceptable to the Master Servicer and the Special Servicer.

            "CMSA Operating Statement Analysis Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Operating Statement Analysis Report" available as of
the Closing Date on the CMSA Website or in such other form for the presentation
of such information and containing such additional information as may from time
to time be recommended by the CMSA for commercial mortgage-backed securities
transactions generally and is reasonably acceptable to the Master Servicer.

            "CMSA REO Status Report" shall mean a report substantially in the
form of, and containing the information called for in, the downloadable form of
the "REO Status Report" available as of the Closing Date on the CMSA Website, or
in such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and is reasonably
acceptable to the Special Servicer.

            "CMSA Servicer Watch List": A report containing the information
called for in Exhibit H; provided that upon the CMSA's adoption of "Servicer
Watch List" criteria, a report in the form of and containing the information in
the downloadable form of the "Servicer Watch List" then available on the CMSA
Website, or in such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and,
insofar as such report requires the presentation of information in addition to
that called for by the form of the "Servicer Watch List" available on the CMSA
Website, a report which is reasonably acceptable to the Master Servicer.

            "CMSA Website" shall mean the CMSA's Website located at
"www.cssacmbs.org" or such other primary website as the CMSA may establish for
dissemination of its report forms.

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

            "Collection Period": With respect to any Distribution Date, the
period commencing immediately following the Determination Date in the calendar
month preceding the month in which such Distribution Date occurs (or, in the
case of the initial Distribution Date, commencing immediately following the
Cut-off Date) and ending on and including the Determination Date in the calendar
month in which such Distribution Date occurs.

            "Commission": The Securities and Exchange Commission.

            "Compensating Interest Payment" shall mean, with respect to any
Distribution Date, any payment made by the Master Servicer pursuant to Section
3.19(e) to cover Prepayment Interest Shortfalls incurred during the related
Collection Period.

            "Component": Each of Component XA-1, Component XA-2C, Component
XA-2P, Component XA-2FC, Component XA-2FP, Component XB, Component XC, Component
XD, Component XE, Component XF, Component XG, Component XH, Component XJ,
Component XK, Component XL, Component XM, Component XN, Component XO, Component
XP and Component XQ.

            "Component Notional Amount": With respect to each Component and any
date of determination, an amount equal to the then REMIC I Principal Balance of
its Corresponding REMIC I Regular Interest.

            "Component XA-1": One of twenty components of the Class XC
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-1 as of any date of
determination.

             "Component XA-2C": One of twenty components of the Class XC
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-2C as of any date of
determination.

            "Component XA-2P": One of the twenty components of the Class XC
Certificates and one of the seven components of the Class XP Certificates having
a Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-2P as of any date of determination.

            "Component XA-2FC": One of twenty components of the Class XC
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-2FC as of any date of
determination.

            "Component XA-2FP": One of the twenty components of the Class XC
Certificates and one of the seven components of the Class XP Certificates having
a Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-2FP as of any date of determination.

            "Component XB": One of twenty components of the Class XC
Certificates and one of the seven components of the Class XP Certificates having
a Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LB as of any date of determination.

            "Component XC": One of twenty components of the Class XC
Certificates and one of the seven components of the Class XP Certificates having
a Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LC as of any date of determination.

            "Component XD": One of twenty components of the Class XC
Certificates and one of the seven components of the Class XP Certificates having
a Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LD as of any date of determination.

            "Component XE": One of twenty components of the Class XC
Certificates and one of the seven components of the Class XP Certificates having
a Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LE as of any date of determination.

            "Component XF": One of twenty components of the Class XC
Certificates and one of the seven components of the Class XP Certificates having
a Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LF as of any date of determination.

            "Component XG": One of twenty components of the Class XC
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LG as of any date of
determination.

            "Component XH": One of twenty components of the Class XC
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LH as of any date of
determination.

            "Component XJ": One of twenty components of the Class XC
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LJ as of any date of
determination.

            "Component XK": One of twenty components of the Class XC
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LK as of any date of
determination.

            "Component XL": One of twenty components of the Class XC
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LL as of any date of
determination.

            "Component XM": One of twenty components of the Class XC
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LM as of any date of
determination.

            "Component XN": One of twenty components of the Class XC
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LN as of any date of
determination.

            "Component XO": One of twenty components of the Class XC
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LO as of any date of
determination.

            "Component XP": One of twenty components of the Class XC
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LP as of any date of
determination.

            "Component XQ": One of twenty components of the Class XC
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LQ as of any date of
determination.

            "Confidential Information": As defined in Section 3.24.

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

            "Controlling Class Certificateholders": Each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified to
the Trustee from time to time by such Holder (or Certificate Owner).

            "Controlling Class Optionholder": The Purchase Option held by the
Majority Certificateholder of the Controlling Class pursuant to Section 3.18(c).

            "Corporate Trust Office": The principal corporate trust office of
the Trustee, for purposes of Certificate transfer services, at the date of the
execution of this Agreement is located at 135 South LaSalle, Suite 1625,
Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust Services Group
- Banc of America Commercial Mortgage Inc., Series 2001-PB1 and with respect to
any successor Trustee, the principal office thereof as designated in writing to
the Depositor.

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

            "Corresponding Component": As defined in the Preliminary Statement
with respect to any Corresponding Certificate or any Corresponding REMIC I
Regular Interest.

            "CPR": As defined in the Base Prospectus.

            "Cross-Collateralized Mortgage Loan": Any Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans.

            "Cross-Collateralized Mortgage Loan Repurchase Criteria": (i) The
Debt Service Coverage Ratio for any remaining related Cross-Collateralized
Mortgage Loans for the four calendar quarters immediately preceding the
repurchase is not less than 1.25x and (ii) the loan-to-value ratio for any
remaining related Cross-Collateralized Mortgage Loans is not greater than 75%
for the affected Cross-Collateralized Mortgage Loans set forth in Annex A to the
Prospectus Supplement at the time of repurchase.

            "Current Principal Distribution Amount": With respect to any
Distribution Date, an amount (calculated in accordance with Section 1.02) equal
to the aggregate of, without duplication:

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

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

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

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

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

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

            "Cut-off Date": October 1, 2001.

            "Cut-off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-off Date, net
of all unpaid payments of principal due in respect thereof on or before such
date.

            "Debt Service Coverage Ratio": With respect to any Mortgage Loan, as
of any date of determination, and calculated without regard to any
cross-collateralization feature of such Mortgage Loan, the ratio of (x) the Net
Cash Flow (before payment of any debt service on such Mortgage Loan) generated
by the related Mortgaged Property or Mortgaged Properties during the most
recently ended period of not more than twelve (12) months or less than three (3)
months for which financial statements (whether or not audited) have been
received by or on behalf of the Mortgage Loan Seller (prior to the Closing Date)
or the Master Servicer or the Special Servicer (following the Closing Date), to
(y) the product of the amount of the Monthly Payment in effect for such Mortgage
Loan as of such date of determination, multiplied by the number of months
represented in the financial statements. The Master Servicer may, in accordance
with CMSA reporting standards, report Net Cash Flow with respect to each
Mortgaged Property where one or more Mortgage Loans are secured by multiple
Mortgaged Properties; provided, however, that for purposes of determining Debt
Service Coverage Ratio compliance, calculations shall be made at the Mortgage
Loan level.

            "Default Charges": Any late payment charges or Default Interest paid
or payable, as the context requires, in connection with a default under a
Mortgage Loan or any successor REO Loan other than Prepayment Premiums or Excess
Interest.

            "Default Interest": With respect to any Mortgage Loan (or related
REO Loan), any amounts collected thereon, other than late payment charges and
Prepayment Premiums, that represent interest (exclusive, if applicable, of
Excess Interest) in excess of interest accrued on the principal balance of such
Mortgage Loan (or REO Loan) at the related Mortgage Rate, such excess interest
arising out of a default under such Mortgage Loan.

            "Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent
sixty (60) days or more in respect to a Monthly Payment (not including the
Balloon Payment) or (ii) is delinquent in respect of its Balloon Payment unless
the Master Servicer has, on or prior to the due date of such Balloon Payment,
received written evidence from an institutional lender of such lender's binding
commitment to refinance such Mortgage Loan within sixty (60) days after the due
date of such Balloon Payment (provided that if such refinancing does not occur
during such time specified in the commitment, the related Mortgage Loan will
immediately become a Defaulted Mortgage Loan), in either case such delinquency
to be determined without giving effect to any grace period permitted by the
related Mortgage or Mortgage Note and without regard to any acceleration of
payments under the related Mortgage and Mortgage Note, or (iii) as to which the
Master Servicer or Special Servicer has, by written notice to the related
Mortgagor, accelerated the maturity of the indebtedness evidenced by the related
Mortgage Note.

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

            "Defective Mortgage Loan" shall mean any Mortgage Loan as to which
there exists a Material Breach or a Material Document Defect that was not cured
in all material respects.

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

            "Deleted Mortgage Loan": shall mean a Defective Mortgage Loan that
is repurchased from the Trust or replaced with one or more Replacement Mortgage
Loans, in either case as contemplated by Section 2.03.

            "Delivery Date": November 7, 2001.

            "Denomination": As defined in Section 5.01(a).

            "Depositor": Banc of America Commercial Mortgage Inc., or its
successor in interest.

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

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

            "Depository Rules": As defined in Section 5.02(b).

            "Determination Date": With respect to any Distribution Date, the
fifth (5th) Business Day before such Distribution Date.

            "Directing Certificateholder": The Controlling Class
Certificateholder (or its designee) selected by the Majority Certificateholder
of the Controlling Class, as certified by the Trustee from time to time;
provided, however, that (i) absent such selection, or (ii) until a Directing
Certificateholder is so selected, or (iii) upon receipt of a notice from a
majority of the Controlling Class, by Certificate Principal Balance, that a
Directing Certificateholder is no longer designated, the Controlling Class
Certificateholder that owns the largest aggregate Certificate Principal Balance
of the Controlling Class will be the Directing Certificateholder. The initial
Directing Certificateholder shall be ARCap REIT, Inc.

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale to
customers (other than the sale of an REO Property pursuant to Section 3.18, the
performance of any construction work thereon or any use of such REO Property in
a trade or business conducted by REMIC I other than through an Independent
Contractor; provided, however, that the Special Servicer (or any Sub-Servicer on
behalf of the Special Servicer) shall not be considered to Directly Operate an
REO Property solely because the Special Servicer (or any Sub-Servicer on behalf
of the Special Servicer) establishes rental terms, chooses tenants, enters into
or renews leases, deals with taxes and insurance, or makes decisions as to, or
funds, repairs or capital expenditures with respect to such REO Property
(including, without limitation, construction activity to effect repairs or in
conjunction with leasing activity).

            "Disqualified Non-U.S. Persons: With respect to a Class R-I or Class
R-II Certificate, any Non-U.S. Person or agent thereof other than (i) a Non-U.S.
Person that holds the Class R-I or Class R-II Certificate in connection with the
conduct of a trade or business within the United States and has furnished the
transferor and the Certificate Registrar with an effective IRS Form W-8ECI (or
successor form) or (ii) a Non-U.S. Person that has delivered to both the
transferor and the Certificate Registrar an opinion of a nationally recognized
tax counsel to the effect that the transfer of the Class R-I or Class R-II
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class R-I or
Class R-II Certificate will not be disregarded for federal income tax purposes.

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

            "Distributable Certificate Interest": With respect to any Class of
REMIC II Regular Certificates and the Class A-2F Regular Interest, for any
Distribution Date, the Accrued Certificate Interest in respect of such Class of
REMIC II Regular Certificates or Class A-2F Regular Interest for such
Distribution Date, reduced (to not less than zero) by that portion, if any, of
the Net Aggregate Prepayment Interest Shortfall for such Distribution Date
allocated to such Class of REMIC II Regular Certificates and the Class A-2F
Regular Interest as set forth below. The Net Aggregate Prepayment Interest
Shortfall, if any, for each Distribution Date shall be allocated, first, to the
Class Q, Class, P, Class O, Class N, Class M, Class L, Class K, Class J, Class
H, Class G, Class F, Class E, Class D, Class C and Class B Certificates, in that
order, in each case up to an amount equal to the lesser of any remaining
unallocated portion of such Net Aggregate Prepayment Interest Shortfall and any
Accrued Certificate Interest in respect of the particular Class of REMIC II
Regular Certificates for such Distribution Date; and, thereafter, if and to the
extent that any portion of such Net Aggregate Prepayment Interest Shortfall
remains unallocated, pro rata among the Class A-1 Certificates, Class A-2
Certificates, Class A-2F Regular Interest, Class XC Certificates and Class XP
Certificates, in accordance with the respective amounts of Accrued Certificate
Interest for each such Class of Certificates for such Distribution Date.

            "Distribution Account": The segregated account or accounts created
and maintained by the Trustee pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall be entitled "LaSalle Bank National Association",
as Trustee, in trust for the registered holders of Banc of America Commercial
Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-PB1,
Distribution Account".

            "Distribution Date": The 11th day of any month, or if such 11th day
is not a Business Day, the Business Day immediately following, commencing in
November 2001.

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

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

            "DTC": As defined in Section 5.03(d).

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

            "Eligible Account": Any of (i) an account maintained with a federal
or state chartered depository institution or trust company, including, without
limitation, the Trustee (if it meets the following rating criteria), the
long-term unsecured debt obligations of which are rated no less than "Aa3" by
Moody's, and "AA-" by S&P (or "A-" by S&P if such depository's short-term
unsecured debt rating is no less than "A-1" by S&P) (if the deposits are to be
held in the account for more than 30 days), or the short-term unsecured debt
obligations of which are rated no less than "P-1" by Moody's and "A-1" by S&P
(if the deposits are to be held in the account for 30 days or less), in each
case, at any time funds are on deposit therein, (ii) a segregated trust account
or accounts maintained with the corporate trust department of a federally
chartered depository institution or trust company, including, without
limitation, the Trustee, acting in its fiduciary capacity and subject to the
regulations regarding fiduciary funds on deposit therein under 12 C.F.R.
ss.9.10(b), (iii) a segregated trust account or accounts maintained with the
corporate trust department of a state chartered depository institution or trust
company, including, without limitation, the Trustee, acting in its fiduciary
capacity and subject to regulations regarding fiduciary funds on deposit therein
substantially similar to 12 C.F.R. ss.9.10(b), (iv) an account or accounts
maintained with KeyBank National Association so long as KeyBank National
Association's long-term unsecured deposit rating or long-term unsecured debt
rating shall be at least "A2" from Moody's and "A-" from S&P and KeyBank
National Association's short-term deposit or short-unsecured debt rating shall
be at least "P-1" from Moody's and "A-1" from S&P, or (v) any other account
which would not result in the downgrade, qualification (if applicable) or
withdrawal of the rating then assigned by either Rating Agency to any Class of
Certificates (as confirmed in writing by each Rating Agency).

            "Emergency Advance": Any Servicing Advance, whether or not it is a
Servicing Advance that, pursuant hereto, the Special Servicer is required to
make or to request the Master Servicer to make, that must be made within 5
Business Days of the Special Servicer's becoming aware that it must be made in
order to avoid any material penalty, any material harm to a Mortgaged Property
or any other material adverse consequence to the Trust Fund.

            "Environmental Insurance Policy": With respect to any Mortgaged
 Property or REO Property, any insurance policy covering pollution conditions
 and/or other environmental conditions in effect with respect to such Mortgaged
 Property or REO Property.

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

            "ERISA Restricted Certificate": Any Class K, Class L, Class M, Class
N, Class O, Class P or Class Q Certificate; provided, that any such Certificate
(a) will cease to be considered an ERISA Restricted Certificate and (b) will
cease to be subject to the transfer restrictions contained in Section 5.02(c)
if, as of the date of a proposed transfer of such Certificate, either (i) it is
rated in one of the four highest generic ratings categories by a Rating Agency
or (ii) relevant provisions of ERISA would permit transfer of such Certificate
to a Plan.

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

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

            "Excess Interest": With respect to any Bank of America ARD Loan all
amounts received in respect of interest on an ARD Loan applied in accordance
with priorities second and fourth in the definition of ARD Application Priority.
With respect to any PMCF ARD Loan, after the related Anticipated Repayment Date,
all interest accrued thereon at the Excess Interest Rate, the payment of which
interest shall, under the terms of such Mortgage Loan, be deferred until all
interest accrued at the Mortgage Rate (net of the Excess Interest Rate) and
outstanding principal has been paid, together with all interest, if any, accrued
at the related Mortgage Rate on such deferred interest.

            "Excess Interest Distribution Account": The segregated account or
sub-account of the Distribution Account created and maintained by the Trustee
pursuant to Section 4.06, which shall be entitled "LaSalle Bank National
Association, in trust for the registered Holders of Banc of America Commercial
Mortgage, Inc. Commercial Mortgage Pass-Through Certificates, Series 2001-PB1,
Excess Interest Distribution Account", and which must be an Eligible Account.
The Excess Interest Distribution Account shall not be an asset of REMIC I or
REMIC II formed hereunder.

            "Excess Interest Rate": With respect to any ARD Loan after its
Anticipated Repayment Date, the incremental increase in the Mortgage Rate for
such Mortgage Loan resulting from the passage of such Anticipated Repayment
Date.

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

            "Exemption": Prohibited Transaction Exemption ("PTE") 93-31 (issued
to NationsBank Corporation (predecessor in interest to Bank of America
Corporation)) and PTE 90-29 (issued to Merrill Lynch, Pierce, Fenner & Smith
Incorporated), each as amended by PTE 97-34 and PTE 2000-58.

            "Exemption-Favored Party": Any of (i) Bank of America Corporation
(successor in interest to NationsBank Corporation), or Merrill Lynch, Pierce,
Fenner & Smith Incorporated (ii) any Person directly or indirectly, through one
or more intermediaries, controlling, controlled by or under common control with
Bank of America Corporation or Merrill Lynch, Pierce, Fenner & Smith
Incorporated and (iii) any member of a syndicate or selling group of which Bank
of America Corporation or Merrill Lynch, Pierce, Fenner & Smith Incorporated or
a person described in clause (ii) is a manager or co-manager with respect to a
Class of Certificates.

            "Fannie Mae": The Federal National Mortgage Association or any
successor.

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

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

            "Final Recovery Determination": A determination by the Special
Servicer in accordance with the Servicing Standard, exercised without regard to
any obligation of the Master Servicer or Special Servicer to make payments from
its own funds pursuant to Section 3.07(b), with respect to any defaulted
Mortgage Loan or REO Property and, accordingly, the related REO Loan (other than
a Mortgage Loan or REO Property, as the case may be, purchased by a Mortgage
Loan Seller or an Affiliate thereof pursuant to the Bank of America/BACM
Mortgage Loan Purchase and Sale Agreement, the BCRF/BACM Mortgage Loan Purchase
and Sale Agreement or the PMCF/BACM Mortgage Loan Purchase and Sale Agreement,
by a purchaser of a Defaulted Mortgage Loan pursuant to Section 3.18 or by the
Master Servicer or the Majority Certificateholder of the Controlling Class
pursuant to Section 9.01) that there has been a recovery of all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries (including,
without limitation, by reason of a sale of such Mortgage Loan or REO Property
pursuant to Section 3.18) will be ultimately recoverable.

            "Fiscal Agent": ABN AMRO Bank N.V., in its capacity as fiscal agent
of the Trustee, or its successors in interest, or any successor fiscal agent
appointed as herein provided.

            "Fixed Interest Distribution": With respect to the Class A-2F
Regular Interest and any Distribution Date, the payments of interest required to
be made on such Distribution Date by the Trustee to the Swap Counterparty
pursuant to the Swap Documents at a fixed interest rate equal to the
Pass-Through Rate of the Class A-2F Regular Interest on the Floating Rate
Certificate Notional Amount.

            "Floating Rate Account": The Eligible Account established and
maintained by the Trustee (or the Paying Agent on behalf of the Trustee)
pursuant to Section 3.04(g) with respect to the Class A-2F Certificates, which
shall be entitled "LaSalle National Bank, as Trustee, in trust for the
registered holders of Banc of America Commercial Mortgage Inc., Commercial
Mortgage Pass-Through Certificates, Series 2001-PB1, Floating Rate Account,
Class A-2F"; provided, that the Floating Rate Account may be a subaccount of the
Distribution Account. The Floating Rate Account shall be an asset of the Grantor
Trust.

            "Floating Rate Certificate Notional Amount": A notional amount equal
to the Certificate Principal Balance of the Class A-2F Regular Interest.

            "Freddie Mac":  The Federal Home Loan Mortgage  Corporation or any
successor.

            "Grantor Trust": A segregated asset pool within the Trust Fund
consisting of (i) the Class A-2F Regular Interest and the Swap Documents and all
payments under the Class A-2F Regular Interest and the Swap Documents, (ii) the
Floating Rate Account and all funds and assets from time to time on deposit in
the Floating Rate Account, (iii) the Excess Interest and (iv) the Excess
Interest Distribution Account and all funds and assets held from time to time on
deposit in the Excess Interest Distribution Account.

            "Ground Lease": The ground lease pursuant to which any Mortgagor
holds a leasehold interest in the related Mortgaged Property and any estoppels
or other agreements executed and delivered by the ground lessor in favor of the
lender under the Mortgage Loan.

            "Group": A group of Mortgage Loans that are cross-collateralized and
cross-defaulted with each other.

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

            "HUD-Approved Servicer": A servicer that is a mortgagee approved by
the Secretary of Housing and Urban Development pursuant to Sections 207 and 211
of the National Housing Act.

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

            "Independent Contractor": Any Person that would be an "independent
contractor" with respect to REMIC I within the meaning of Section 856(d)(3) of
the Code if REMIC I were a real estate investment trust (except that the
ownership test set forth in that section shall be considered to be met by (i)
any Person that owns, directly or indirectly, 35 percent or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall not be an expense of the Trustee,
the REMIC Administrator or the Trust, delivered to the Trustee and the REMIC
Administrator), so long as REMIC I does not receive or derive any income from
such Person and provided that the relationship between such Person and REMIC I
is at arm's length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5), or (ii) any other Person upon receipt by the Trustee and the
REMIC Administrator of an Opinion of Counsel, which shall be at no expense to
the Trustee, the REMIC Administrator or the Trust, to the effect that the taking
of any action in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code, or cause any income realized in respect of such REO Property to fail
to qualify as Rents from Real Property.

            "Initial Class Notional Amount": With respect to the Class XC
Certificates, the initial Class XC Notional Amount thereof as of the Closing
Date equal to $501,273,702 and with respect to the Class XP Certificates, the
initial Class XP Notional Amount thereof as of the Closing Date equal to
$938,283,211.

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

            "Initial Pool Balance": The aggregate Cut-off Date Balance of all
the Mortgage Loans included in the Trust Fund as of the Closing Date.

            "Initial Purchaser": Each of Banc of America Securities LLC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated.

            "Initial Resolution Period": As defined in Section 2.03.

            "Institutional Accredited Investor": As defined in Section 5.02(b).

            "Insurance Policy": With respect to any Mortgage Loan or REO
Property, any hazard insurance policy, seismic (earthquake) insurance policy,
business interruption insurance policy, flood insurance policy, title policy or
other insurance policy that is maintained from time to time in respect of such
Mortgage Loan (or the related Mortgaged Property) or in respect of such REO
Property, as the case may be.

            "Insurance Proceeds": Proceeds paid under any Insurance Policy, to
the extent such proceeds are not applied to the restoration of the related
Mortgaged Property or REO Property or released to the Mortgagor or any other
third party as permitted under the related Mortgage Loan documents, in either
case, in accordance with the Servicing Standard and with applicable law.

            "Interest Accrual Period": With respect to each Class of REMIC I
Regular Interests, each Class of Regular Certificates (other than the Class A-2F
Certificates) and for the Class A-2F Regular Interest for any Distribution Date,
the calendar month immediately preceding the month in which such Distribution
Date occurs. With respect to the Class A-2F Certificates and any Distribution
Date, the period commencing on the Distribution Date in the month immediately
prior to the relevant Distribution Date (or the Delivery Date in the case of the
initial period) to but excluding the relevant Distribution Date.

            "Interest Reserve Account": The segregated account or sub-account of
the Distribution Account created and maintained by the Trustee pursuant to
Section 4.05 in trust for the Certificateholders, which shall be entitled
"LaSalle Bank National Association, as Trustee in trust for the registered
holders of Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2001-PB1, Interest Reserve Account".

            "Interested Person": The Depositor, the Mortgage Loan Sellers, the
Master Servicer, any Sub-Servicer, the Special Servicer, the Trustee, the Fiscal
Agent, any Holder of a Certificate, or any Affiliate of any such Person.

            "Investment Account": As defined in Section 3.06(a).

            "Investment Representation Letter": As defined in Section 5.02(b).

            "IRS": The Internal Revenue Service or any successor.

            "Late Collections": With respect to any Mortgage Loan, all amounts
received thereon during any Collection Period, whether as payments, Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late collections of
the principal and/or interest portions of a Monthly Payment (other than a
Balloon Payment) or an Assumed Monthly Payment in respect of such Mortgage Loan
due or deemed due, as the case may be, for a Due Date in a previous Collection
Period, or for a Due Date coinciding with or preceding the Cut-off Date, and not
previously received or recovered. With respect to any REO Loan, all amounts
received in connection with the related REO Property during any Collection
Period, whether as Insurance Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which represent late collections of the principal and/or interest
portions of a Monthly Payment (other than a Balloon Payment) or an Assumed
Monthly Payment in respect of the related Mortgage Loan or of an Assumed Monthly
Payment in respect of such REO Loan due or deemed due, as the case may be, for a
Due Date in a previous Collection Period and not previously received or
recovered. The term "Late Collections" shall specifically exclude any Default
Charges.

            "LIBOR": With respect to the Class A-2F Certificates and each
Interest Accrual Period, the per annum rate for deposits in U.S. dollars for a
period of one (1) month, which appears on the Telerate Page 3750 as the "London
Interbank Offering Rate" as of 11:00 a.m., London time, on the day that is two
Business Days prior to that Interest Reset Date. If such rate does not appear on
said Telerate Page 3750, LIBOR shall be the arithmetic mean of the offered
quotations obtained by the Swap Counterparty from the principal London office of
four major banks in the London interbank market selected by the Swap
Counterparty in its sole discretion (each, a "Reference Bank") for rates at
which deposits in U.S. dollars are offered to prime banks in the London
interbank market for a period of one (1) month in an amount that is
representative for a single transaction in the relevant market at the relevant
time as of approximately 11:00 a.m., London time, on the day that is two (2)
Business Days prior to that Interest Reset Date. If fewer than two Reference
Banks provide the Swap Counterparty with such quotations, LIBOR shall be the
rate per annum which the Swap Counterparty determines to be the arithmetic mean
of the rates quoted by major banks in New York City, New York selected by the
Swap Counterparty at approximately 11:00 a.m. New York City time on that
Interest Reset Date for loans in U.S. dollars to leading European banks for a
period of one (1) month in an amount that is representative for a single
transaction in the relevant market at the relevant time.

            "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by a Mortgage Loan Seller or any Affiliate thereof pursuant
to the Bank of America/BACM Mortgage Loan Purchase and Sale Agreement, the
BCRF/BACM Mortgage Loan Purchase and Sale Agreement and the PMCF/BACM Mortgage
Loan Purchase and Sale Agreement, as applicable; or (iv) such Mortgage Loan is
purchased by the Majority Certificateholder of the Controlling Class, Special
Servicer or any Option Holder pursuant to Section 3.18(c), or by the Master
Servicer or the Majority Certificateholder of the Controlling Class pursuant to
Section 9.01. With respect to any REO Property (and the related REO Loan), any
of the following events: (x) a Final Recovery Determination is made with respect
to such REO Property; or (y) such REO Property is purchased by the Master
Servicer or the Majority Certificateholder of the Controlling Class pursuant to
Section 9.01.

            "Liquidation Expenses": All customary, reasonable and necessary "out
of pocket" costs and expenses due and owing (but not otherwise covered by
Servicing Advances) in connection with the liquidation of any Specially Serviced
Mortgage Loan or REO Property pursuant to Section 3.09 or 3.18 (including,
without limitation, legal fees and expenses, committee or referee fees and, if
applicable, brokerage commissions and conveyance taxes).

            "Liquidation Fee": With respect to each Specially Serviced Mortgage
Loan or REO Property (other than any Specially Serviced Mortgage Loan or REO
Property repurchased (x) by a Mortgage Loan Seller or any Affiliate thereof
pursuant to the Bank of America/BACM Mortgage Loan Purchase and Sale Agreement,
the BCRF/BACM Mortgage Loan Purchase and Sale Agreement or the PCMF/BACM
Mortgage Loan Purchase and Sale Agreement within the time period (including all
extension periods) provided for such repurchase set forth in this Agreement and
in the related mortgage loan purchase and sale agreement ), (y) by the Majority
Certificateholder of the Controlling Class, the Master Servicer or the Special
Servicer pursuant to Section 3.18 or (z) by the Master Servicer, the Special
Servicer or the Majority Certificateholder of the Controlling Class pursuant to
Section 9.01), the fee designated as such and payable to the Special Servicer
pursuant to the third paragraph of Section 3.11(c).

            "Liquidation Fee Rate": With respect to each Specially Serviced
Mortgage Loan or REO Property as to which a Liquidation Fee is payable, 1.0%.

            "Liquidation Proceeds": All cash amounts, after deducting related
expenses, (other than Insurance Proceeds, condemnation proceeds and REO
Revenues) received by the Master Servicer or the Special Servicer in connection
with: (i) the liquidation of a Mortgaged Property or other collateral
constituting, or that constituted, security for a defaulted Mortgage Loan,
through trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related
Mortgagor in accordance with applicable law and the terms and conditions of the
related Mortgage Note and Mortgage; (ii) the realization upon any deficiency
judgment obtained against a Mortgagor or any guarantor; (iii) the purchase of a
Defaulted Mortgage Loan or any other sale thereof pursuant to Section 3.18; (iv)
the repurchase of a Mortgage Loan by a Mortgage Loan Seller or any Affiliate
thereof pursuant to the Bank of America/BACM Mortgage Loan Purchase and Sale
Agreement, the BCRF/BACM Mortgage Loan Purchase and Sale Agreement and the
PMCF/BACM Mortgage Loan Purchase and Sale Agreement, as applicable; or (vi) the
purchase of a Mortgage Loan or REO Property by the Master Servicer or the
Majority Certificateholder of the Controlling Class pursuant to Section 9.01.

            "MAI": Member of the Appraisal Institute.

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

            "Master Servicer": Prudential Asset Resources, Inc., its successor
in interest or any successor master servicer appointed as herein provided.

            "Master Servicer Remittance Amount": With respect to any Master
Servicer Remittance Date, an amount equal to (a) all amounts on deposit in the
Certificate Account as of the commencement of business on such Master Servicer
Remittance Date, net of (b) any portion of the amounts described in clause (a)
of this definition that represents one or more of the following: (i) collected
Monthly Payments that are due on a Due Date following the end of the related
Collection Period, (ii) any unscheduled payments of principal (including,
without limitation, Principal Prepayments, and interest (including, without
limitation, Excess Interest), Liquidation Proceeds and Insurance Proceeds
received after the end of the related Collection Period, (iii) any Prepayment
Premiums received after the end of the related Collection Period, (iv) any
amounts payable or reimbursable to any Person from the Certificate Account
pursuant to any of clauses (ii) through (xvii) of Section 3.05(a), and (v) any
amounts deposited in the Certificate Account in error; provided that, with
respect to the Master Servicer Remittance Date that occurs in the same calendar
month as the Final Distribution Date, the Master Servicer Remittance Amount will
be calculated without regard to clauses (b)(i), (b)(ii) and (b)(iii) of this
definition.

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

            "Master Servicer Reporting Date": As defined in Section 4.02(b).

            "Master Servicing Fee": With respect to each Mortgage Loan and REO
Loan, the fee payable to the Master Servicer pursuant to Section 3.11(a) and
from which any Primary Servicing Fee is payable.

            "Master Servicing Fee Rate": With respect to each Mortgage Loan (and
any related REO Loan), the Administrative Fee Rate specified for each such
Mortgage Loan on the Mortgage Loan Schedule less 0.22 basis points ((.00220%)
per annum).

            "Material Breach" shall mean any Breach that materially and
adversely affects the interests of the Certificateholders, or any of them, with
respect to the affected Mortgage Loan, including but not limited to a material
and adverse effect on any of the distributions payable with respect to any of
the Certificates or on the value of such Certificates.

            "Material Document Defect" shall mean any Document Defect that
materially and adversely affects the interests of the Certificateholders, or any
of them, with respect to the affected Mortgage Loan, including but not limited
to a material and adverse effect on any of the distributions payable with
respect to any of the Certificates or on the value of such Certificates.

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

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

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

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

            "Monthly Payment": With respect to any Mortgage Loan, for any Due
Date as of which such Mortgage Loan is outstanding, the scheduled monthly
payment (or, in the case of an ARD Loan after its Anticipated Repayment Date,
the minimum required monthly payment, exclusive of any Excess Interest) of
principal and/or interest on such Mortgage Loan, including, without limitation,
a Balloon Payment, that is actually payable by the related Mortgagor from time
to time under the terms of the related Mortgage Note (as such terms may be
changed or modified in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or a modification, waiver or amendment of such
Mortgage Loan granted or agreed to by the Master Servicer or Special Servicer
pursuant to Section 3.20 and applicable law); provided that the Monthly Payment
due in respect of any ARD Loan after its Anticipated Repayment Date shall not
include Excess Interest.

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

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

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

            (i) the original Mortgage Note, together with all intervening
endorsements and a final endorsement (in each case, either on the face thereof
or pursuant to a separate allonge) by the most recent endorsee prior to the
Trustee or, if none, by the originator, without recourse, either in blank or to
the order of the Trustee in the following form: "Pay to the order of LaSalle
Bank National Association, as trustee for the registered holders of Banc of
America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
Series 2001-PB1, without recourse" or alternatively, if the original Mortgage
Note has been lost, a lost note affidavit and indemnity from the applicable
Mortgage Loan Seller with a copy of such Mortgage Note (the "Note");

            (ii) the original or a copy of the Mortgage and, if applicable, the
originals or copies of any intervening assignments thereof showing a complete
chain of assignment from the originator of the Mortgage Loan to the most recent
assignee of record thereof prior to the Trustee, if any, in each case (unless
the particular item has not been returned from the applicable recorder) with
evidence of recording indicated thereon (the "Mortgage Instrument");

            (iii) an original assignment of the Mortgage, in recordable form
(except for any missing recording information with respect to such Mortgage),
executed by the most recent assignee of record thereof prior to the Trustee or,
if none, by the originator, in favor of the Trustee (in such capacity);

            (iv) the original or a copy of any related Assignment of Leases (if
any such item is a document separate from the Mortgage) and, if applicable, the
originals or copies of any intervening assignments thereof showing a complete
chain of assignment from the originator of the Mortgage Loan to the most recent
assignee of record thereof prior to the Trustee, if any, in each case (unless
the particular item has not been returned from the applicable recorder) with
evidence of recording thereon;

            (v) an original assignment of any related Assignment of Leases (if
any such item is a document separate from the Mortgage), in recordable form
(except for any missing recording information with respect to such Assignment of
Leases), executed by the most recent assignee of record thereof prior to the
Trustee or, if none, by the originator, in favor of the Trustee (in such
capacity), which assignment may be included as part of the corresponding
assignment of Mortgage referred to in clause (iii) above the documents described
in clauses (iii) and (v) being referred to hereinafter as the "Transfer
Documents";

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

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

            (viii) originals or copies of any assumption, modification, written
assurance and substitution agreements, with evidence of recording thereon if the
instrument being modified or assumed, was recorded (unless the particular item
has not been returned from the applicable recording office), in those instances
where the terms or provisions of the Mortgage, Mortgage Note or any related
security document have been modified or the Mortgage Loan has been assumed;

            (ix) a title insurance policy or a copy thereof, together with all
endorsements or riders that were issued with or subsequent to the issuance of
such policy, or if the policy has not yet been issued, an original or copy of a
written commitment "marked-up" at the closing of such Mortgage Loan, interim
binder or the pro forma title insurance policy evidencing a binding commitment
to issue such policy, (the "Title Policy");

            (x) the original or a copy of any guaranty of the obligations of the
Mortgagor under the Mortgage Loan;

            (xi) (A) copies of any filed UCC Financing Statements and
continuation statements in favor of the originator of the Mortgage Loan (or any
assignee prior to the Trustee) and (B) if any such UCC-1, UCC-2 or UCC-3
financing statements were filed, an original UCC-2 or UCC-3 financing statement,
as applicable, executed by the most recent assignee of record prior to the
Trustee or, if none, by the originator, evidencing the transfer of such security
interest to the Trustee (or a certified copy of such assignment as sent for
filing);

            (xii) the original or a copy of any power of attorney (with evidence
of recording thereon, if applicable) granted by the Mortgagor if the Mortgage,
Mortgage Note or other document or instrument referred to above was signed on
behalf of the Mortgagor;

            (xiii) if the Mortgagor has a leasehold interest in the related
Mortgaged Property, the original Ground Lease or a copy thereof;

            (xiv) the  original  or  copy  of  any   intercreditor   agreement
relating to such Mortgage Loan;

            (xv) the original or copy of any operating lease relating to the
related Mortgaged Property;

            (xvi) the original or a copy of any related loan agreement relating
to such Mortgage Loan;

            (xvii) the original or a copy of any management agreement relating
to such Mortgage Loan; provided that if the related Mortgage Loan Seller sends
or causes such agreement to be sent to the Master Servicer, it shall have no
duty to deliver a copy of such agreement to the Trustee;

            (xviii) the original or a copy of any lock-box or cash management
agreement relating to such Mortgage Loan;

            (xix) the original or a copy of any environmental report and/or
engineering report relating to such Mortgage Loan; provided that, if the related
Mortgage Loan Seller sends or causes such report to be sent directly to the
Master Servicer, it shall have no duty to deliver a copy of such report to the
Trustee;

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

            (xxi) copies of any original letter(s) (provided that the originals
of such letter of credit shall be delivered to the Master Servicer) of credit
relating to such Mortgage Loan, if applicable, and the originals or copies of
any intervening assignments thereof; and

            (xxii) a list attached to each Mortgage File indicating the actual
documents to be included in each such Mortgage File (the "Mortgage Loan
Checklist") which list may be modified within 180 days by the Mortgage Loan
Sellers after the Closing Date to correct any errors.

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

            "Mortgage Instrument": As defined in the definition of Mortgage
File.

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related Mortgage
Note, Mortgage and other security documents contained in the related Mortgage
File.

            "Mortgage Loan Checklist": As defined in the definition of Mortgage
File.

            "Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the Trust Fund, which list is
attached hereto as Schedule I and may be amended from time to time in accordance
with Section 2.02(e). The Mortgage Loan Schedule shall set forth, among other
things, the following information with respect to each Mortgage Loan:

            (i) the loan number, the control number, and the trust mortgage loan
identification number indicating whether the Mortgage Loan is a Bank of America
Mortgage Loan, a Bridger Mortgage Loan or a PMCF Mortgage Loan;

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

            (iii) (a) the Mortgage Rate in effect as of the Cut-off Date and (b)
whether the Mortgage Loan accrues interest on the basis of the actual number of
days elapsed in the relevant month of accrual and a 360-day year (an "Actual/360
Basis") or on the basis of a 360-day year consisting of twelve 30-day months (a
"30/360 Basis");

            (iv) the original principal balance;

            (v) the Cut-off Date Balance;

            (vi) the (A) remaining term to stated maturity and (B) Stated
Maturity Date and, in the case of an ARD Loan, the Anticipated Repayment Date;

            (vii) the Due Date;

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

            (ix) the Administrative Fee Rate (inclusive of the Master Servicer
Fee Rate, the Trustee Fee Rate, and the Primary Servicing Fee Rate);

            (x) the Primary Servicing Fee Rate;

            (xi) the Master Servicing Fee Rate;

            (xii) whether the Mortgagor's interest in the related Mortgaged
Property is or includes a leasehold estate;

            (xiii) whether the Mortgage Loan is a Cross-Collateralized Mortgage
Loan and, if so, a reference to the other Mortgage Loans that are
cross-collateralized with such Mortgage Loan;

            (xiv) the original amortization term;

            (xv) whether the Mortgage Loan is an ARD Loan; and

            (xvi) the applicable grace period.

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

            "Mortgage Loan Seller": Each of Bank of America, BCRF and PMCF and
each of their respective successors and assigns.

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

            "Mortgage Pool": Collectively, all of the Mortgage Loans and any
successor REO Loans.

            "Mortgage Rate": With respect to (i) any Mortgage Loan on or prior
to its Stated Maturity Date, the annualized rate at which interest is scheduled
(in the absence of a default) to accrue on such Mortgage Loan from time to time
in accordance with the terms of the related Mortgage Note (as such may be
modified at any time following the Closing Date) and applicable law, (ii) any
Mortgage Loan after its Stated Maturity Date, the annualized rate described in
clause (i) above determined without regard to the passage of such Stated
Maturity Date, and (iii) any REO Loan, the annualized rate described in clause
(i) or (ii) above, as applicable, determined as if the related Mortgage Loan had
remained outstanding.

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

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

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

            "Net Cash Flow": With respect to any Mortgaged Property, the total
operating revenues derived from such Mortgaged Property, minus the total fixed
and variable operating expenses, capital expenditures such as reserves, tenant
improvements and leasing commissions, incurred in respect of such Mortgaged
Property (subject to adjustments for, among other things, (i) non-cash items
such as depreciation and amortization, and (ii) debt service on loans secured by
the Mortgaged Property).

            "Net Default Charges": shall mean, with respect to any Mortgage Loan
or REO Mortgage Loan, the Default Charges referred to in clause fifth of Section
3.27(a), which are payable to the Master Servicer as additional servicing
compensation, or the Special Servicer as additional servicing compensation.

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

            "Net Investment Loss": With respect to any Investment Account for
any Collection Period, the amount by which the aggregate of all losses and
investment costs, if any, incurred during such Collection Period in connection
with the investment of funds held in such Investment Account in accordance with
Section 3.06, exceeds the aggregate of all interest and other income realized
during such Collection Period on such funds, but Net Investment Loss shall not
include any loss with respect to such investment which is incurred solely as a
result of the insolvency of the federally or state chartered depository
institution or trust company that holds such Investment Account so long as such
depository institution or trust company satisfied the qualifications set forth
in the definition of Eligible Account at the time such investment was made and
so long as such depository institution or trust company is not an Affiliate of
either the Master Servicer or the Special Servicer.

            "Net Mortgage Rate": With respect to any Mortgage Loan or REO Loan,
as of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect, minus the related Administrative Fee Rate. For purposes of
calculating the Pass-Through Rate for each Class of Regular Certificates from
time to time, the Net Mortgage Rate for any Mortgage Loan will be calculated
without regard to any modification, waiver or amendment of the terms of such
Mortgage Loan subsequent to the Closing Date; provided, however, that with
respect to such Mortgage Loans, the Mortgage Rate for the one (1) month period
(a) prior to the due dates in January and February in any year which is not a
leap year or in February in any year which is a leap year will be the per annum
rate stated in the related Mortgage Note and (b) prior to the due date in March
will be determined inclusive of one (1) day of interest retained for the one (1)
month period prior to the due dates in January and February in any year which is
not a leap year or February in any year which is a leap year.

            "Net Operating Income": With respect to any Mortgaged Property, the
total operating revenues derived from such Mortgaged Property for a specified
period, minus the total fixed and variable operating expenses incurred in
respect of such Mortgaged Property (subject to adjustments for, and excluding,
among other things, (i) non-cash items such as depreciation and amortization,
(ii) capital expenditures (inclusive of replacement reserves) and (iii) debt
service on loans secured by the Mortgaged Property).

            "Net Swap Payment": As defined in Section 3.28(d).

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

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

            "Nonrecoverable P&I Advance": Any P&I Advance made or proposed to be
made in respect of a Mortgage Loan or REO Loan which, as determined by the
Master Servicer or, if applicable, the Trustee or the Fiscal Agent, in its
reasonable and good faith judgment, will not be recoverable (together with
Advance Interest accrued thereon), or which in fact was not ultimately
recovered, from late collections, Default Charges, Insurance Proceeds,
Liquidation Proceeds or any other recovery on or in respect of such Mortgage
Loan or REO Property (without giving effect to potential recoveries on
deficiency judgments or recoveries from guarantors).

            "Nonrecoverable Servicing Advance": Any Servicing Advance made or
proposed to be made in respect of a Mortgage Loan or REO Property which, as
determined by the Master Servicer or, if applicable, the Special Servicer, the
Trustee or the Fiscal Agent, in its reasonable and good faith judgment, will not
be recoverable (together with Advance Interest accrued thereon), or which in
fact was not ultimately recovered, from late collections, Default Charges,
Insurance Proceeds, Liquidation Proceeds or any other recovery on or in respect
of such Mortgage Loan or REO Property (without giving effect to potential
recoveries on deficiency judgments or recoveries from guarantors).

            "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class XC, Class XP, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class R-I and Class R-II
Certificate.

            "Non-U.S. Person": Any person other than a U.S. Person.

            "Note": As defined in the definition of Mortgage File.

            "Officer's Certificate": A certificate signed by a Servicing Officer
of the Master Servicer or the Special Servicer, a Responsible Officer of the
Trustee or any authorized officer of a Mortgage Loan Seller, as the case may be.

            "Opinion of Counsel": A written opinion of counsel (who must, in
connection with any opinion rendered pursuant hereto with respect to tax matters
or a resignation under Section 6.04, be Independent counsel, but who otherwise
may be salaried counsel for the Depositor, the Trustee, the REMIC Administrator,
the Fiscal Agent, the Master Servicer or the Special Servicer), which written
opinion is acceptable and delivered to the addressee(s).

            "Option Price": As defined in Section 3.18(c).

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

            "Over 49% Interest": As defined in Section 3.26(h).

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

            "PAR": Prudential Asset Resources, Inc. or its successor in
interest.

            "Pass-Through Rate": With respect to any Class of Sequential Pay
Certificates, the rate per annum specified as such in respect of such Class of
Certificates in the Preliminary Statement hereto. With respect to the Class A-2F
Regular Interest the Pass-Through Rate set forth in the definition of Class A-2F
Regular Interest. With respect to the Class XC and Class XP Certificates, for
any Distribution Date, the Class XC Pass-Through Rate and Class XP Pass-Through
Rate, respectively.

            "Past Grace Period Loan": With respect to any Master Servicer
Remittance Date, any Mortgage Loan having any Monthly Payment remaining unpaid
past its Due Date and past any applicable grace period for such Monthly Payment
as of the Determination Date on the same calendar month.

            "Payment Priority": With respect to any Class of Certificates, the
priority of the Holders thereof in respect of the Holders of the other Classes
of Certificates to receive distributions out of the Available Distribution
Amount for any Distribution Date. The Payment Priority of the respective Classes
of Certificates shall be, in descending order, as follows: first, the respective
Classes of Senior Certificates; second, the Class B Certificates; third, the
Class C Certificates; fourth, the Class D Certificates; fifth, the Class E
Certificates; sixth, the Class F Certificates; seventh, the Class G
Certificates; eighth, the Class H Certificates; ninth, and Class J Certificates
tenth, the Class K Certificates, eleventh, the Class L Certificates, twelfth,
the Class M Certificates, thirteenth, the Class N Certificates, fourteenth, the
Class O Certificates, fifteenth, the Class P Certificates, sixteenth, the Class
Q Certificates, and last, the respective Classes of Residual Certificates.

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

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

            (a) 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;

            (b) repurchase obligations with respect to any security described in
clause (a) above, provided that the long-term unsecured debt obligations of the
party agreeing to repurchase such obligations are rated "Aaa" by Moody's and
"AAA" by S&P;

            (c) federal funds, uncertificated certificates of deposit, time
deposits and bankers' acceptances (having original maturities of not more than
365 days) of any bank or trust company organized under the laws of the United
States or any state, provided that the short-term unsecured debt obligations of
such bank or trust company are rated no less than "P-1" by Moody's, and "A-1+"
by S&P;

            (d) 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 rated no less than "P-1" by Moody's, and "A-1+" by S&P;

            (e)   units of money markets funds that maintain a constant  asset
value and which are rated in the highest  applicable  rating  category by each
of S&P (i.e. "AAAm" or "AAAmG") and Moody's; and

            (f) any other obligation or security which would not result in the
downgrade, qualification (if applicable) or withdrawal of the rating then
assigned by any of the Rating Agencies to any Class of Certificates, evidence of
which shall be confirmed in writing by each Rating Agency to the Trustee;

provided that no investment described hereunder shall evidence either the right
to receive (a) only interest with respect to such investment or (b) a yield to
maturity greater than 120% of the yield to maturity at par of the underlying
obligations; and provided, further, that 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; and
provided, further, that each investment described hereunder shall, by its terms,
have a predetermined fixed amount of principal due at maturity (that cannot vary
or change) and either a fixed interest rate or variable interest rate tied to a
single interest rate index plus a single fixed spread; and provided, further,
that each investment described hereunder shall be a "cash flow investment", as
defined in the REMIC Provisions; and provided, further, that no investment
described hereunder shall have a maturity in excess of one (1) year; and
provided, further, that no investment described hereunder shall be liquidated
prior to its maturity date.

            "Permitted Transferee": Any Transferee of a Residual Certificate
other than any of a Plan, a Disqualified Organization or a Disqualified Non-U.S.
Person or any nominee, agent or middleman of any of the above.

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

            "Phase I Environmental Assessment": A "Phase I assessment" or, in
the case of certain Mortgage Loans having an initial principal balance under
$1,000,000, a transaction screen, as described in, and meeting the criteria of
the American Society for Testing and Materials.

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

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

            "PMCF": Prudential Mortgage Capital Funding, LLC, a Delaware limited
liability company.

            "PMCC": Prudential Mortgage Capital Company, LLC, a Delaware limited
liability company.

            "Prepayment Assumption": The assumption that no Mortgage Loan (other
than an ARD Loan) is prepaid prior to its Stated Maturity Date and that no ARD
Loan is prepaid prior to, but each is paid in its entirety on, its Anticipated
Repayment Date, such assumption to be used for determining the accrual of
original issue discount, market discount and premium, if any, on the Mortgage
Loans, the REMIC I Regular Interests and the Certificates for federal income tax
purposes.

            "Prepayment Interest Excess": With respect to any Mortgage Loan that
was subject to a Principal Prepayment in full or in part made on or prior to the
Determination Date in any calendar month but after such Mortgage Loan's Due
Date, any payment of interest (net of related Master Servicing Fees and
exclusive of Prepayment Premiums and, in the case of an ARD Loan after its
Anticipated Repayment Date, Excess Interest) actually collected from the related
Mortgagor from and after such Due Date.

            "Prepayment Interest Shortfall": With respect to any Mortgage Loan
that was subject to a Principal Prepayment in full or in part made after the
Determination Date in any calendar month, the amount of uncollected interest
(determined without regard to any Prepayment Premium that may have been
collected and exclusive of, in the case of an ARD Loan after its Anticipated
Repayment Date, Excess Interest) that would have accrued at a per annum rate
equal to the sum of the Net Mortgage Rate for such Mortgage Loan plus the
Trustee Fee Rate, on the amount of such Principal Prepayment during the period
commencing on the date as of which such Principal Prepayment was applied to such
Mortgage Loan and ending on the last day of such calendar month, inclusive.

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

            "Primary Collateral": With respect to any Cross-Collateralized
Mortgage Loan, that portion of the Mortgaged Property designated as directly
securing such Cross-Collateralized Mortgage Loan and excluding any Mortgaged
Property as to which the related lien may only be foreclosed upon by exercise of
the cross-collateralization provisions of such Cross-Collateralized Mortgaged
Loan.

            "Primary Servicing Fee": With respect to each Mortgage Loan that is
subject to a Sub-Servicing Agreement as of the Closing Date, the monthly fee
payable to the Sub-Servicer by the Master Servicer from the Master Servicing
Fee, which monthly fee accrues at the Primary Servicing Fee Rate.

            "Primary Servicing Fee Rate": With respect to each Mortgage Loan
that is subject to a Sub-Servicing Agreement as of the Closing Date, the rate
per annum specified as such in the Mortgage Loan Schedule.

            "Primary Servicing Office": With respect to the Master Servicer, the
office thereof primarily responsible for performing its respective duties under
this Agreement, initially located in Texas and, with respect to the Special
Servicer, the office thereof primarily responsible for performing its respective
duties under this Agreement, initially located in Missouri.

            "PMCF/BACM Mortgage Loan Purchase and Sale Agreement": The Mortgage
Loan Purchase and Sale Agreement, dated as of November 6, 2001 between PMCF and
the Depositor.

            "PMCF ARD Loan": Each ARD Loan transferred by PMCF pursuant to the
PMCF/BACM Mortgage Loan Purchase and Sale Agreement.

            "PMCF Mortgage Loan": Any of the Mortgage Loans acquired by BACM
pursuant to the PMCF/BACM Mortgage Loan Purchase and Sale Agreement. The PMCF
Mortgage Loans are identified as such on the Mortgage Loan Schedule under the
heading "Mortgage Loan Seller".

            "Principal Distribution Amount": With respect to any Distribution
Date, the aggregate of the Current Principal Distribution Amount for such
Distribution Date and, if such Distribution Date is subsequent to the initial
Distribution Date, the excess, if any, of the Principal Distribution Amount for
the preceding Distribution Date, over the aggregate distributions of principal
made on the Sequential Pay Certificates on the preceding Distribution Date.

            "Principal Prepayment": Any voluntary payment of principal made by
the Mortgagor on a Mortgage Loan which is received in advance of its scheduled
Due Date and which is not accompanied by an amount of interest (without regard
to any Prepayment Premium that may have been collected) representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment.

            "Prohibited Actions": As defined in Section 3.21(e).

            "Prospectus Supplement": That certain prospectus supplement dated
October 26, 2001 relating to the Class A, Class X, Class B, Class C, Class D,
Class E, Class F, Class G and Class H Certificates, that is a supplement to the
Base Prospectus.

            "Purchase Option": As defined in Section 3.18(c).

            "Purchase Price": With respect to any Mortgage Loan, a price equal
to the unpaid principal balance of the Mortgage Loan as of the date of purchase,
together with (a) all accrued and unpaid interest (excluding, in the case of an
ARD Loan after its Anticipated Repayment Date, Excess Interest) on the Mortgage
Loan at the related Mortgage Rate to but not including the Due Date in the
Collection Period of purchase, (b) all related unreimbursed Servicing Advances,
(c) all accrued and unpaid Advance Interest in respect of related Advances and
(d) any related unreimbursed Additional Trust Fund Expenses. With respect to any
REO Property, a price equal to the unpaid principal balance of the related REO
Loan as of the date of purchase, together with (a) all accrued and unpaid
interest (excluding, in the case of an ARD Loan after its Anticipated Repayment
Date, Excess Interest) on such REO Loan at the related Mortgage Rate to but not
including the Due Date in the Collection Period of purchase, (b) all related
unreimbursed Servicing Advances, (c) all accrued and unpaid Advance Interest in
respect of related Advances, (d) Liquidation Fees (if applicable) and (e) any
cost, fees and expenses of enforcement (including attorneys fees)of a repurchase
obligation pursuant to Section 2.03 of this Agreement. The Purchase Price of any
Mortgage Loan or REO Property is intended to include, without limitation,
principal and interest previously advanced with respect thereto and not
previously reimbursed.

            "Qualified Appraiser": In connection with the appraisal of any
Mortgage Loan, Mortgaged Property or REO Property, an Independent MAI-designated
appraiser with at least five (5) years of experience in respect of the relevant
geographic location and property type.

            "Qualified Bidder": As defined in Section 7.01(d).

            "Qualified Institutional Buyer": As defined in Section 5.02(b).

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

            "Qualifying Substitute Mortgage Loan": A mortgage loan which must,
on the date of substitution: (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not less than
the Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same Due Date as
the Deleted Mortgage Loan; (iv) accrue interest on the same basis as the Deleted
Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve
30-day months); (v) have a remaining term to stated maturity not greater than,
and not more than two years less than, the remaining term to stated maturity of
the Deleted Mortgage Loan; (vi) have a then current loan-to-value ratio not
higher than, and a then current debt service coverage ratio not lower than, the
loan-to-value ratio and debt service coverage ratio, respectively, of the
Deleted Mortgage Loan as of the Closing Date; (vii) will comply (except in a
manner that would not be adverse to the interests of the Certificateholders (as
a collective whole) in or with respect of such Mortgage Loan), as of the date of
substitution, with all of the representations relating to the Defective Mortgage
Loan set forth in or made pursuant to the related mortgage loan purchase and
sale agreement which will be delivered as part of the related Mortgage File;
(viii) have a Phase I Environmental Assessment with respect to the related
Mortgaged Property which will be delivered as a part of the related Mortgage
File; (ix) be determined by an Opinion of Counsel (at the applicable Mortgage
Loan Seller's expense) to be a "qualified replacement mortgage" within the
meaning of Section 860G(a)(4) of the Code; (x) not have a maturity date after
the date two years prior to the Rated Final Distribution Date; (xi) not be
substituted for a Deleted Mortgage Loan unless the Trustee has received prior
confirmation in writing by each Rating Agency that such substitution will not
result in the withdrawal, downgrade, or qualification of the rating assigned by
the Rating Agency to any Class of Certificates then rated by the Rating Agency
(the cost, if any, of obtaining such confirmation to be paid by the Mortgage
Loan Seller); (xii) have been approved by the Directing Certificateholder (or,
if there is no Directing Certificateholder then serving, by the Holders of
Certificates representing a majority of the Voting Rights allocated to the
Controlling Class), which approval may not be unreasonably withheld or delayed;
and (xiii) not be substituted for a Deleted Mortgage Loan if it would result in
the termination of the REMIC status of any of the REMICs established under this
Agreement or the imposition of tax on any of such REMICs other than a tax on
income expressly permitted or contemplated to be received by the terms of this
Agreement, as determined by an Opinion of Counsel (at the applicable Mortgage
Loan Seller's expense). In the event that one or more mortgage loans are
substituted for one or more Deleted Mortgage Loans, then the amounts described
in clause (i) shall be determined on the basis of aggregate principal balances
and the rates described in clause (ii) above and the remaining term to stated
maturity referred to in clause (v) above shall be determined on a weighted
average basis. When a Qualifying Substitute Mortgage Loan is substituted for a
Deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that
the Mortgage Loan meets all of the requirements of the above definition and
shall send such certification to the Trustee.

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

            "Rated Final Distribution Date": As to each Class of Certificates,
the Distribution Date in May 11, 2035.

            "Rating Agency Trigger Event": The reduction of both the Swap
Counterparty's long-term and short-term senior unsecured deposit ratings below
"Aa3" and "P-1", respectively, by Moody's, or the reduction of both the Swap
Counterparty's long-term and short-term senior unsecured debt ratings below
"AA-" and "A-1", respectively, by S&P.

            "Realized Loss": With respect to each defaulted Mortgage Loan as to
which a Final Recovery Determination has been made, or with respect to any REO
Loan as to which a Final Recovery Determination has been made as to the related
REO Property, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan or REO Loan, as the case may be, as of the Due
Date related to the Collection Period in which the Final Recovery Determination
was made, plus (ii) all accrued but unpaid interest (excluding, in the case of
an ARD Loan after its Anticipated Repayment Date, Excess Interest) on such
Mortgage Loan or REO Loan, as the case may be, at the related Mortgage Rate to
but not including the Due Date related to the Collection Period in which the
Final Recovery Determination was made, plus (iii) any related unreimbursed
Servicing Advances as of the commencement of the Collection Period in which the
Final Recovery Determination was made, together with any new related Servicing
Advances made during such Collection Period, minus (iv) all payments and
proceeds, if any, received in respect of such Collection Period related to the
Mortgage Loan or REO Loan, as the case may be, during the Collection Period in
which such Final Recovery Determination was made (net of any related Liquidation
Expenses paid therefrom).

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

            With respect to any Mortgage Loan as to which the Mortgage Rate
thereon has been permanently reduced and not recaptured for any period in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan granted
or agreed to by the Master Servicer or Special Servicer pursuant to Section
3.20, the amount of the consequent reduction, if any, in the interest portion of
each successive Monthly Payment due thereon. Each such Realized Loss shall be
deemed to have been incurred on the Due Date for each affected Monthly Payment.

            "Record Date": With respect to each Class of Certificates, for any
Distribution Date, the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs except that in
connection with the initial Distribution Date, the Record Date will be November
7, 2001.

            "Registered Certificates": Any Certificate that has been registered
under the Securities Act.

            "Regular Certificates": The REMIC II Regular Certificates and the
Class A-2F Certificates.

            "Reimbursement Rate": The rate per annum applicable to the accrual
of Advance Interest, which rate per annum shall be equal to the "prime rate" as
published in the "Money Rates" section of The Wall Street Journal, as such
"prime rate" may change from time to time. If The Wall Street Journal ceases to
publish such "prime rate", then the Trustee, in its sole discretion, shall
select an equivalent publication that publishes such "prime rate"; and if such
"prime rate" is no longer generally published or is limited, regulated or
administered by a governmental or quasi-governmental body, then the Trustee
shall select a comparable interest rate index. In either case, such selection
shall be made by the Trustee in its sole discretion and the Trustee shall notify
the Master Servicer and the Special Servicer in writing of its selection.

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

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

            "REMIC I": A segregated pool of assets subject hereto and to be
administered hereunder, with respect to which a REMIC election is to be made,
consisting of: (i) the Mortgage Loans as from time to time are subject to this
Agreement and all payments under and proceeds of such Mortgage Loans (exclusive
of Excess Interest) received or receivable after the Cut-off Date (other than
payments of principal, interest and other amounts due and payable on the
Mortgage Loans on or before the Cut-off Date), together with all documents,
Escrow Payments and Reserve Funds delivered or caused to be delivered hereunder
with respect to such Mortgage Loans by the Mortgage Loan Sellers; (ii) any REO
Property acquired in respect of a Mortgage Loan and all payments and proceeds of
such REO Property; (iii) the rights of the Depositor under Sections 2, 3, 4, 11,
12, 13, 15, 16, 17, 18, 19, 20 and 21 of each of the Bank of America/BACM
Mortgage Loan Purchase and Sale Agreement, the BCRF/BACM Mortgage Loan Purchase
and Sale Agreement and the PMCF/BACM Mortgage Loan Purchase and Sale Agreement
with respect to such Mortgage Loans and (iv) such amounts on or with respect to
clauses (i) or (ii) as from time to time are deposited in the Distribution
Account, the Certificate Account, the Interest Reserve Account and the REO
Account (if established).

            "REMIC I Principal Balance": The principal amount of any REMIC I
Regular Interest outstanding as of any date of determination. As of the Closing
Date, the REMIC I Principal Balance of each REMIC I Regular Interest (other than
REMIC I Regular Interest LA-2C, LA-2P, LA-2FC and LA-2FP) shall equal the
Initial Class Principal Balance of the Class of Corresponding Certificates as
set forth in the Preliminary Statement hereto. As of the Closing Date, the REMIC
I Principal Balance of REMIC I Regular Interest LA-2C, LA-2P, LA-2FC and LA-2FP
shall be $ 176,731,240.52, 386,405,556.48, $11,768,759.48 and $25,731,240.52,
respectively. On each Distribution Date, the REMIC I Principal Balance of each
REMIC I Regular Interest shall be permanently reduced by all distributions of
principal deemed to have been made in respect of such REMIC I Regular Interest
on such Distribution Date pursuant to Section 4.01(a), and shall be further
permanently reduced on such Distribution Date by all Realized Losses and
Additional Trust Fund Expenses deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.04(b).

            "REMIC I Principal Percentage": With respect to any REMIC I Regular
Interest, the percentage of the Certificate Principal Balance of the Class of
Corresponding Certificates set forth in the definition of "REMIC I Principal
Balance."

            "REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I, as described in the Preliminary Statement hereto.

            "REMIC I Remittance Rate": With respect to any REMIC I Regular
Interest for any Distribution Date, the Weighted Average Adjusted Net Mortgage
Rate.

            "REMIC II": A segregated pool of assets subject hereto and to be
administered hereunder, and consisting of all of the REMIC I Regular Interests
and amounts distributed thereon as from time to time are held in the REMIC II
Distribution Account.

            "REMIC II Certificate": Any Certificate, other than a Class R-I
Certificate or Class A-2F Certificate.

            "REMIC II Distribution Account": The segregated account or accounts
created and maintained as a separate trust account or accounts by the Trustee
pursuant to Section 3.04, which shall be entitled "LaSalle Bank National
Association", as Trustee, in trust for Holders of Banc of America Commercial
Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-PB1,
REMIC II Distribution Account" and which account shall be an Eligible Account.

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

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

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

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

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

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

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

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

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "KeyCorp
Real Estate Capital Markets, Inc., as Special Servicer, in trust for registered
holders of Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2001-PB1, REO Account".

            "REO Acquisition": The acquisition of an REO Property for federal
income tax purposes pursuant to Treasury Regulations Section 1.856-6.

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

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

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

            "REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of the Trustee for the benefit of the Certificateholders
pursuant to Section 3.09 through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent default of a Mortgage Loan.

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

            "Replacement Mortgage Loan" shall mean any mortgage loan that is
substituted by the Mortgage Loan Seller for a Defective Mortgage Loan as
contemplated by Section 2.03.

            "Request for Release": A request for release signed by a Servicing
Officer of, as applicable, the Master Servicer or Special Servicer in the form
of Exhibit D attached hereto.

            "Request for Review": A request for review signed by a Servicing
Officer of, as applicable, the Master Servicer or Special Servicer in the form
of Exhibit I attached hereto.

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

            "Required Claims-Paying Ratings": With respect to any insurance
carrier, claims-paying ability ratings at least equal to the following minimum
ratings assigned to such carrier by S&P least one of the other following parties
and, in any event, by each Rating Agency that assigned a rating to the
claims-paying ability of such insurance carrier: Moody's ("A2" or better),
Fitch, Inc. ("A" or better), S&P ("A" or better) and A.M. Best ("A: VIII" or
better) or any insurance carrier backed or guaranteed by an insurer with such
required ratings; provided, however, that a rating by A.M. Best shall be
disregarded and shall not be applicable as one of the two required ratings
except with respect to a fidelity bond or errors and omissions insurance
maintained by a Sub-Servicer and then only to the extent in force as of the
Closing Date. Notwithstanding the preceding sentence, an insurance carrier with
lower or fewer claims-paying ability ratings shall be deemed to have the
"Required Claims-Paying Ratings" if each of the Rating Agencies has confirmed in
writing that such insurance carrier shall not result, in and of itself, in a
downgrading, withdrawal or qualification (if applicable) of the then current
rating assigned by such Rating Agency to any Class of Certificates, unless, with
respect to policies maintained by borrowers, a higher claims-paying ability
rating is required under any of the Mortgage Loan documents.

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

            "Reserve Funds": With respect to any Mortgage Loan, any amounts
delivered by the related Mortgagor (and not previously disbursed) to be held in
escrow by or on behalf of the mortgagee representing reserves for principal and
interest payments, repairs, replacements, capital improvements (including,
without limitation, tenant improvements and leasing commissions), and/or
environmental testing and remediation with respect to the related Mortgaged
Property.

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

            "Resolution Extension Period": The 90-day period following the end
of the applicable Initial Resolution Period.

            "Responsible Officer": When used with respect to the Trustee, any
officer assigned to the Corporate Trust Services Group, any vice president, any
assistant vice president, any assistant secretary, any assistant treasurer, or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers to whom a particular
matter is referred by the Trustee because of such officer's knowledge of and
familiarity with the particular subject. When used with respect to any
Certificate Registrar (other than the Trustee), any officer or assistant officer
thereof.

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

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

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

            "Senior Certificate": Any Class A-1, Class A-2, Class A-2F, Class XC
and Class XP Certificate.

            "Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate Class Principal Balance of the Class
A-1 Certificates, Class A-2 Certificates and Class A-2F Regular Interest
outstanding immediately prior to such Distribution Date exceeds the sum of (a)
the aggregate Stated Principal Balance of the Mortgage Pool that will be
outstanding immediately following such Distribution Date, plus (b) the lesser of
(i) the Principal Distribution Amount for such Distribution Date and (ii) the
portion of the Available Distribution Amount for such Distribution Date that
will remain after the distributions of interest to be made on the Class A-1
Certificates, Class A-2 Certificates and Class A-2F Regular Interest on such
Distribution Date have been so made.

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

            "Servicer Reports": As defined in Section 4.02 (a).

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

            "Servicing Advances": Subject to Section 3.19(d), all customary,
reasonable and necessary "out of pocket" costs and expenses incurred or to be
incurred, as the context requires, by the Master Servicer or, with respect to
the Specially Serviced Mortgage Loans, by the Master Servicer at the direction
of the Special Servicer or by the Special Servicer (or, if applicable, the
Trustee or the Fiscal Agent) in connection with the servicing of a Mortgage Loan
after a default, delinquency or other unanticipated event, or in connection with
the administration of any REO Property, including, but not limited to, the cost
of (a) compliance with the obligations of the Master Servicer set forth in
Sections 3.03(c) and 3.09, (b) the preservation, insurance, restoration,
protection and management of a Mortgaged Property, (c) obtaining any Liquidation
Proceeds or Insurance Proceeds in respect of any Mortgage Loan or REO Property,
(d) any enforcement or judicial proceedings with respect to a Mortgaged
Property, including, without limitation, foreclosures, and (e) the operation,
management, maintenance and liquidation of any REO Property; provided that
notwithstanding anything herein to the contrary, "Servicing Advances" shall not
include allocable overhead of the Master Servicer or the Special Servicer, such
as costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses,
or costs incurred by either such party in connection with its purchase of any
Mortgage Loan or REO Property pursuant to any provision of this Agreement. All
Emergency Advances made by the Master Servicer at the direction of the Special
Servicer hereunder shall be considered "Servicing Advances" for the purposes
hereof.

            "Servicing Fees": With respect to each Mortgage Loan and REO Loan,
the Master Servicing Fee and the Special Servicing Fee.

            "Servicing File": Any documents (other than documents required to be
part of the related Mortgage File), including, without limitation, the related
Phase I Environmental Site Assessment in the possession of the Master Servicer
or the Special Servicer and relating to the origination and servicing of any
Mortgage Loan or the administration of any REO Property.

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

            "Servicing Released Bid": As defined in Section 7.01(d).

            "Servicing Retained Bid": As defined in Section 7.01(d).

            "Servicing Return Date": With respect to any Corrected Mortgage
Loan, the date that servicing thereof is returned by the Special Servicer to the
Master Servicer pursuant to Section 3.21(a).

            "Servicing Standard": With respect to each of the Master Servicer
and the Special Servicer subject to applicable law and the express terms of the
relevant Mortgage Loans, to service and administer the Mortgage Loans and any
REO Properties for which such Person is responsible hereunder: (a) in accordance
with the higher standard of (i) the same manner in which, and with the same
care, skill, prudence and diligence with which, the Master Servicer or Special
Servicer, as the case may be, generally services and administers comparable
mortgage loans or assets, as applicable, for other third parties, giving due
consideration to customary and usual standards of practice of prudent commercial
institutional lenders servicing their own mortgage loans and assets comparable
to the Mortgage Loans serviced hereunder, and (ii) the same manner in which, and
with the same care, skill, prudence and diligence with which, the Master
Servicer or the Special Servicer, as the case may be, generally services and
administers comparable mortgage loans or assets, as applicable, owned by it; (b)
with a view to the timely collection of all Monthly Payments of principal and
interest under the Mortgage Loans or, if a Mortgage Loan comes into and
continues in default, the maximization of the recovery on such Mortgage Loan to
the Certificateholders (as a collective whole) on a net present value basis (the
relevant discounting of anticipated collections that will be distributable to
Certificateholders to be performed at the related Net Mortgage Rate (or, in the
case of an ARD Loan after its Anticipated Repayment Date, the related Net
Mortgage Rate in effect immediately prior to such Anticipated Repayment Date));
and (c) without regard to: (i) any relationship that the Master Servicer or the
Special Servicer, as the case may be, or any Affiliate thereof may have with any
related Mortgagor or any other party to the Agreement; (ii) the ownership of any
Certificate by the Master Servicer or the Special Servicer, as the case may be,
or by any Affiliate thereof; (iii) the Master Servicer's obligation to make
Advances; (iv) the Special Servicer's obligation to make or to direct the Master
Servicer to make Servicing Advances (including Emergency Advances); (v) the
right of the Master Servicer (or any Affiliate thereof) or the Special Servicer
(or any Affiliate thereof), as the case may be, to receive compensation for its
services or reimbursement of costs hereunder or with respect to any particular
transaction; (vi) any credit that it has extended to any Mortgagor (e.g.
partnership debt) and (vii) the servicing of any other mortgage loans or
mortgaged properties by the Master Servicer or the Special Servicer.

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

            "Similar Law": As defined in Section 5.02(c).

            "Single Certificate": For purposes of Section 4.02(a), a Certificate
of any Class of REMIC II Regular Certificates evidencing a $1,000 denomination
or, in the case of a Class X Certificate, a 100% Percentage Interest.

            "Single-Purpose Entity": A Person, other than an individual, whose
organizational documents provide that it is formed solely for the purpose of
owning the related Mortgaged Property, Mortgaged Properties securing other
Mortgage Loans and assets incidental to the ownership and operation of such
Mortgaged Property or Properties, and which has agreed, either in such
organizational documents or the loan documents relating to any related Mortgage
Loan, that it (a) does not engage in any business unrelated to such property and
the financing thereof; (b) does not have any indebtedness other than as
permitted by the related Mortgage, (c) maintains its own books, records and
accounts, in each case which are separate and apart from the books, records and
accounts of any other Person; (d) conducts business in its own name; (e) does
not guarantee or assume the debts or obligations of any other person; (f) does
not commingle its assets or funds with those of any other Person; (g) transacts
business with affiliates on an arm's length basis; and (h) holds itself out as
being a legal entity separate and apart from any other Person. In addition, such
entity's organizational documents provide that any dissolution and winding up or
insolvency filing for such entity requires either the unanimous consent of all
partners or members, as applicable, or the consent of an independent Person
(whether as a partner, member, or director in such entity or in any Person that
is the managing member or general partner of such entity or otherwise), and
either such organizational documents or the terms of the mortgage loan documents
provide that such organizational documents may not be amended without the
consent of the lender as regards such single-purpose entity requirements.

            "Special Action": As defined in Section 3.21(e).

            "Special Servicer": KeyCorp Real Estate Capital Markets, Inc. d/b/a
Key Commercial Mortgage, its successor in interest, or any successor special
servicer appointed as herein provided.

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

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 0.25% per annum.

            "Specially Serviced Mortgage Loan": Any Mortgage Loan as to which
any of the following events has occurred:

            (a) the related Mortgagor has failed to make when due any Balloon
Payment, and the Mortgagor has not delivered to the Master Servicer, on or prior
to the due date of such Balloon Payment, a written refinancing commitment from
an acceptable lender and reasonably satisfactory in form and substance to the
Master Servicer which provides that such refinancing will occur within 60 days
after the date of such Balloon Payment (provided that if such refinancing does
not occur during such time, the related Mortgage Loan will immediately become a
Specially Serviced Mortgage Loan); or

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

            (c) the Master Servicer or the Special Servicer has determined in
its good faith and reasonable judgment that a default in the making of a Monthly
Payment (including a Balloon Payment) or any other payment required under the
related Mortgage Note or the related Mortgage(s) is likely to occur and would
not be cured within sixty (60) days or in the case of a Balloon Payment would
not be cured for at least thirty (30) days; or

            (d) there shall have occurred a default under the related loan
documents, other than as described in clause (a) or (b) above, that may, in the
Master Servicer's or the Special Servicer's good faith and reasonable judgment,
materially impair the value of the related Mortgaged Property as security for
the Mortgage Loan or otherwise materially and adversely affect the interests of
Certificateholders, which default has continued unremedied for the applicable
cure period under the terms of the Mortgage Loan (or, if no cure period is
specified, 60 days); or

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

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

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

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

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

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

            (x) with respect to the circumstances described in clauses (c), (e),
(f), and (g) above, such circumstances cease to exist in the reasonable judgment
of the Special Servicer;

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

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

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

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

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

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

            "Substitution Shortfall Amount": An amount equal to the excess if
any of the difference between the Purchase Price of the Deleted Mortgage Loan
calculated as of the date of substitution and the Stated Principal Balance of
such Qualifying Substitute Mortgage Loan as of the date of substitution.

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

            "Sub-Servicer   Termination    Compensation":    As   defined   in
Section 3.22(d).

            "Sub-Servicer Termination Fee": As defined in Section 3.22(d).

            "Sub-Servicing Agreement": The written contract between the Master
Servicer or the Special Servicer, on the one hand, and any Sub-Servicer, on the
other hand as provided in Section 3.22, as the same may be modified or amended.

            "Successful Bidder": As defined in Section 7.01(d).

            "Swap Counterparty": Bank of America, N.A., a national banking
association, acting in such capacity or its successor in interest.

            "Swap Default": (i) Any failure on the part of the Swap
Counterparty, after the expiration of all applicable grace periods (as set forth
in the Schedule to the ISDA Master Agreement), to (a) make a required payment
under the Swap Documents or (b) either post acceptable collateral or find (and
transfer its rights and obligations under the Swap Documents to) an acceptable
replacement swap counterparty after a Rating Agency Trigger Event has occurred
and is continuing (as required by Part 1, paragraph (k) of the Schedule to the
related ISDA Master Agreement) or (ii) the designation of an Early Termination
Date under the Swap Documents in accordance with the terms thereof.

            "Swap Documents": The ISDA Master Agreement and Schedule to the ISDA
Master Agreement, dated as of November 6, 2001, by and between the Swap
Counterparty and the Trust, including the related Confirmation for U.S. Dollar
Interest Rate Swap Transaction, dated November 6, 2001, in connection therewith.

            "Tax Matters Person": With respect to each of REMIC I and REMIC II,
the Person designated as the "tax matters person" of such REMIC in the manner
provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations
Section 301.6231(a)(7)-1. The "Tax Matters Person" for each of REMIC I and REMIC
II is the Holder of Certificates evidencing the largest Percentage Interest in
the related Class of Residual Certificates.

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

            "Termination Strip": As defined in Section 3.22(d).

            "Title Policy": As defined in the definition of Mortgage File.

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

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

            "Transfer Documents": As defined in the definition of Mortgage File.

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

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

            "Trust": The common law trust created hereby.

            "Trust Fund": Collectively, all of the assets of REMIC I, REMIC II
and the Grantor Trust.

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

            "Trustee Fee": The fee payable to the Trustee on each Distribution
Date for its services as Trustee hereunder, in an aggregate amount equal to one
(1) month's interest at the Trustee Fee Rate in respect of each Mortgage Loan
and REO Loan, calculated on the Stated Principal Balance as of the Due Date in
the immediately preceding Collection Period and for the same number of days
(i.e., on the basis of, as applicable, a 360-day year consisting of twelve (12)
thirty (30) day months or the actual number of days elapsed during each calendar
month in a 360-day year) respecting which any related interest payment due on
such Mortgage Loan or deemed to be due on such REO Loan is computed under the
terms of the related Mortgage Note (as such terms may be changed or modified at
any time following the Closing Date) and applicable law, and without giving
effect to any Excess Interest that may accrue on any ARD Loan after its
Anticipated Repayment Date.

            "Trustee Fee Rate": A rate of .00220% per annum.

            "Trustee's Website": The website maintained by the Trustee and
located at "www.etrustee.net".

            "UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.

            "UCC Financing Statement": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in the relevant
jurisdiction.

            "UCC-1", "UCC-2" and "UCC-3": UCC financing statements on Form
UCC-1, Form UCC-2 and Form UCC-3, respectively.

            "Uncertificated Accrued Interest": With respect to any REMIC I
Regular Interest, for any Distribution Date, one (1) month's interest at the
REMIC I Remittance Rate applicable to such REMIC I Regular Interest for such
Distribution Date, accrued on the REMIC I Principal Balance of such REMIC I
Regular Interest outstanding immediately prior to such Distribution Date. The
Uncertificated Accrued Interest in respect of any REMIC I Regular Interest for
any Distribution Date shall be deemed to have accrued during the applicable
Interest Accrual Period.

            "Uncertificated Distributable Interest": With respect to any REMIC I
Regular Interest, for any Distribution Date, the Uncertificated Accrued Interest
in respect of such REMIC I Regular Interest for such Distribution Date, reduced
(to not less than zero) by the product of (i) the Net Aggregate Prepayment
Interest Shortfall, if any, for such Distribution Date, multiplied by (ii) a
fraction, the numerator of which is the Uncertificated Accrued Interest in
respect of such REMIC I Regular Interest for such Distribution Date, and the
denominator of which is the aggregate Uncertificated Accrued Interest in respect
of all the REMIC I Regular Interests for such Distribution Date.

            "Underwriter": Each of Banc of America Securities LLC, Salomon Smith
Barney Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

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

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

            "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, 95% of the Voting Rights shall be allocated among the Holders
of the various outstanding Classes of Sequential Pay Certificates in proportion
to the respective Class Principal Balances of their Certificates, and 5% of the
Voting Rights shall be allocated to the Holders of the Class X Certificates
(allocated, pro rata, between the Class XP and Class XC Certificates based upon
their Notional Amounts). Neither the Class R-I Certificates nor the Class R-II
Certificates will be entitled to any Voting Rights. Voting Rights allocated to a
Class of Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates.

            "Weighted Average Adjusted Net Mortgage Rate": With respect to any
Distribution Date, the weighted average of the respective Adjusted Net Mortgage
Rates for all the Mortgage Loans and REO Loans, weighted on the basis of the
respective Stated Principal Balances of such Mortgage Loans and REO Loans
outstanding immediately prior to such Distribution Date.

            "Withheld Amounts": As defined in Section 4.05.

            "Within Grace Period Loan": With respect to any Master Servicer
Remittance Date, any Mortgage Loan having any Monthly Payment remaining unpaid
past its Due Date, as of the close of business on the Determination Date in the
same calendar month, but which is not delinquent past the applicable grace
period for such Monthly Payment as of the close of business on such
Determination Date.

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

            "Workout Fee Rate": With respect to each Corrected Mortgage Loan as
to which a Workout Fee is payable, 1.0%.

            SECTION 1.02 Certain Calculations in Respect of the Mortgage Pool.

            (a) All amounts collected in respect of any Group of
Cross-Collateralized Mortgage Loans in the form of payments from Mortgagors,
Insurance Proceeds and Liquidation Proceeds, shall be applied by the Master
Servicer among such Mortgage Loans in accordance with the express provisions of
the related loan documents and, in the absence of such express provisions, on a
pro rata basis in accordance with the respective amounts then "due and owing" as
to each of the Mortgage Loans constituting such Group. All amounts collected in
respect of or allocable to any particular individual Mortgage Loan (whether or
not such Mortgage Loan is a Cross-Collateralized Mortgage Loan) in the form of
payments from Mortgagors, Liquidation Proceeds or Insurance Proceeds shall be
applied in accordance with express provisions of the related loan documents, and
in the absence of such provisions, to the extent not inconsistent with the
related loan documents for purposes of this Agreement (including, without
limitation, for purposes of determining distributions on the Certificates
pursuant to Article IV and additional compensation payable to the Master
Servicer, the Special Servicer and any Sub-Servicers) as follows: first, as a
recovery of any related unreimbursed Advances and interest thereon and, if
applicable, unpaid Liquidation Expenses; second, as a recovery of accrued and
unpaid interest (excluding, in the case of an ARD Loan after its Anticipated
Repayment Date, Excess Interest) at the related Mortgage Rate on such Mortgage
Loan to but not including, as appropriate, the date of receipt or, in the case
of a full Monthly Payment from any Mortgagor, the related Due Date; third, as a
recovery of principal of such Mortgage Loan then due and owing, including,
without limitation, by reason of acceleration of the Mortgage Loan following a
default thereunder (or, if a Liquidation Event has occurred in respect of such
Mortgage Loan, as a recovery of principal to the extent of its entire remaining
unpaid principal balance); fourth, as a recovery of amounts to be currently
applied to the payment of, or escrowed for the future payment of, real estate
taxes, assessments, insurance premiums, ground rents (if applicable) and similar
items; fifth, as a recovery of Reserve Funds to the extent then required to be
held in escrow; sixth, as a recovery of any Prepayment Premium then due and
owing under such Mortgage Loan; seventh, as a recovery of any Default Charges
then due and owing under such Mortgage Loan, eighth, as a recovery of any
assumption and modification fees then due and owing under such Mortgage Loan;
ninth, as a recovery of any other amounts then due and owing under such Mortgage
Loan other than remaining unpaid principal; tenth, as an early recovery of any
remaining principal of such Mortgage Loan to the extent of its entire remaining
unpaid principal balance; and, eleventh, in the case of an ARD Loan after its
Anticipated Repayment Date, as a recovery of accrued and unpaid Excess Interest
on such ARD Loan, to but not including the date of receipt. The Master Servicer
shall, to the fullest extent permitted by applicable law and the related
Mortgage Loan documents, apply all payments on and proceeds of each Mortgage
Loan to amounts actually due and owing from the related Mortgagor in a manner
consistent with the foregoing and shall maintain accurate records of how all
such payments and proceeds are actually applied and are applied for purposes of
this Agreement.

            (b) Collections in respect of each REO Property (exclusive of
amounts to be applied to the payment of the costs of operating, managing,
maintaining and disposing of such REO Property) shall be applied for purposes of
this Agreement (including, without limitation for purposes of determining
distributions on the Certificates pursuant to Article IV and additional
compensation payable to the Master Servicer, the Special Servicer and any
Sub-Servicers) as follows: first, as a recovery of any related unreimbursed
Advances; second, as a recovery of accrued and unpaid interest (excluding, in
the case of an REO Loan that relates to an ARD Loan after its Anticipated
Repayment Date, Excess Interest) on the related REO Loan at the related Mortgage
Rate to but not including the Due Date in the Collection Period of receipt;
third, as a recovery of principal of the related REO Loan to the extent of its
entire unpaid principal balance; fourth, as a recovery of any Prepayment Premium
then due and owing under such REO Loan; fifth, as a recovery of any other
amounts (including, without limitation, as a recovery of Default Charges) deemed
to be due and owing in respect of the related REO Loan; and, sixth, in the case
of an REO Loan that relates to an ARD Loan after its Anticipated Repayment Date,
as a recovery of accrued and unpaid Excess Interest on such REO Loan to but not
including the date of receipt.

            (c) For the purposes of calculating distributions pursuant to this
Agreement, Excess Interest on an ARD Loan shall be deemed not to constitute
principal or any portion thereof and shall not be added to the unpaid principal
balance or Stated Principal Balance of such ARD Loan. To the extent any Excess
Interest is not paid on a current basis, it shall be deemed to be deferred
interest.

            (d) Insofar as amounts received in respect of any Mortgage Loan or
REO Property and allocable to fees and charges owing in respect of such Mortgage
Loan or the related REO Loan, as the case may be, that constitute additional
servicing compensation payable to the Master Servicer and/or Special Servicer
pursuant to Section 3.11, are insufficient to cover the full amount of such fees
and charges, such amounts shall be allocated between such of those fees and
charges as are payable to the Master Servicer, on the one hand, and such of
those fees and charges as are payable to the Special Servicer, on the other, pro
rata in accordance with their respective entitlements, and such payments so made
shall constitute the sole amount that will be paid to the Master Servicer and
the Special Servicer with respect thereto.

            (e) The foregoing applications of amounts received in respect of any
Mortgage Loan or REO Property shall be determined by the Master Servicer and
reflected in the reports to be delivered thereby pursuant to Section 4.02(b).

            SECTION 1.03 Incorporation of Preliminary Statement.

            The parties hereto acknowledge that the Preliminary Statement at the
beginning of this Agreement constitutes a part of this Agreement.


                                   ARTICLE II

     CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL
                            ISSUANCE OF CERTIFICATES

            SECTION 2.01 Conveyance of Mortgage Loans.

            (a) It is the intention of the parties hereto that a common law
trust be established pursuant to this Agreement and further such trust be
designated as "Banc of America Commercial Mortgage Inc. Commercial Mortgage
Pass-Through Certificates, Series 2001-PB1". LaSalle Bank National Association
is hereby appointed, and does hereby agree to act, as Trustee hereunder and, in
such capacity, to hold the Trust Fund in trust for the exclusive use and benefit
of all present and future Certificateholders. It is not intended that this
Agreement create a partnership or a joint-stock association.

            (b) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee, in trust, without recourse, for the benefit of the Certificateholders
(and for the benefit of the other parties to this Agreement as their respective
interests may appear) all the right, title and interest of the Depositor, in, to
and under (i) the Mortgage Loans and all documents included in the related
Mortgage Files and Servicing Files, (ii) the rights of the Depositor under
Sections 2, 3, 4, 11, 12, 13, 15, 16, 17, 18, 19, 20 and 21 of each of the Bank
of America/BACM Mortgage Loan Purchase and Sale Agreement, the BCRF/BACM
Mortgage Loan Purchase and Sale Agreement and the PMCF/BACM Mortgage Loan
Purchase and Sale Agreement and (iii) all other assets included or to be
included in the Trust Fund. Such assignment includes (i) the Mortgage Loans as
from time to time are subject to this Agreement and all scheduled payments of
principal and interest under and proceeds of such Mortgage Loans received after
the Cut-off Date (other than payments of principal, interest and other amounts
due and payable on the Mortgage Loans on or before the Cut-off Date and
collected after the Cut-off Date, which shall belong and be promptly remitted to
the Depositor) together with all documents delivered or caused to be delivered
hereunder with respect to such Mortgage Loans by the Mortgage Loan Sellers; (ii)
any REO Property acquired in respect of a Mortgage Loan, and (iii) such funds or
assets as from time to time are deposited in the Certificate Account, the
Distribution Account, the REMIC II Distribution Account, the Floating Rate
Account, the Interest Reserve Account, the Excess Interest Distribution Account
and the REO Account (if established). This conveyance is subject to the rights
of the Sub-Servicers pursuant to the Sub-Servicing Agreements which rights are
subject in any event to this Agreement.

            In connection with the Depositor's assignment pursuant to Section
2.01(a) above the Depositor shall direct, and hereby represents and warrants
that it has directed, the Mortgage Loan Sellers pursuant to the Bank of
America/BACM Mortgage Loan Purchase and Sale Agreement, the BCRF/BACM Mortgage
Loan Purchase and Sale Agreement and the PMCF/BACM Mortgage Loan Purchase and
Sale Agreement, as applicable, to deliver to and deposit with, or cause to be
delivered to and deposited with, the Trustee or a Custodian appointed thereby
(with a copy to the Master Servicer), on or before the Closing Date, the
Mortgage File for each Mortgage Loan so assigned. The Special Servicer may
request the Master Servicer to deliver a copy of the Servicing File for any
Mortgage Loan (other than a Specially Serviced Mortgage Loan) at the expense of
the Special Servicer. None of the Trustee, the Fiscal Agent, any Custodian, the
Master Servicer or the Special Servicer shall be liable for any failure by any
Mortgage Loan Seller or the Depositor to comply with the document delivery
requirements of the Bank of America/BACM Mortgage Loan Purchase and Sale
Agreement, the BCRF/BACM Mortgage Loan Purchase and Sale Agreement and the
PMCF/BACM Mortgage Loan Purchase and Sale Agreement and this Section 2.01(b).

            The conveyance of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and is intended by the parties hereto
to constitute an absolute transfer of such Mortgage Loans and such other related
rights and property by the Depositor to the Trustee for the benefit of the
Certificateholders. Furthermore, it is not intended that such conveyance be a
pledge of security for a loan. If such conveyance is determined to be a pledge
of security for a loan, however, the Depositor and the Trustee intend that the
rights and obligations of the parties to such loan shall be established pursuant
to the terms of this Agreement. The Depositor and the Trustee also intend and
agree that, in such event, (i) this Agreement shall constitute a security
agreement under applicable law, (ii) the Depositor shall be deemed to have
granted to the Trustee (in such capacity) a first priority security interest in
all of the Depositor's right, title and interest in and to the assets
constituting the Trust Fund, including the Mortgage Loans subject hereto from
time to time, all principal and interest received on or with respect to such
Mortgage Loans after the Closing Date (other than scheduled payments of interest
and principal due and payable on such Mortgage Loans on or prior to the related
Due Date in October 2001 or, in the case of a Replacement Mortgage Loan, on or
prior to the related date of substitution), all amounts held from time to time
in the Certificate Account, the Distribution Account, the REMIC II Distribution
Account, the Interest Reserve, the Excess Interest Distribution Account or the
REO Account, and all reinvestment earnings on such amounts, and all of the
Depositor's right, title and interest under each of the Bank of America/BACM
Mortgage Loan Purchase and Sale Agreement, BCRF/BACM Mortgage Loan Purchase and
Sale Agreement and PMCF/BACM Mortgage Loan Purchase and Sale Agreement, (iii)
the possession by the Trustee or its agent of the Mortgage Notes with respect to
the Mortgage Loans subject hereto from time to time and such other items of
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be "possession by the secured party" or possession by a
purchaser or person designated by such secured party for the purpose of
perfecting such security interest under applicable law, and (iv) notifications
to, and acknowledgments, receipts or confirmations from, Persons holding such
property, shall be deemed to be notifications to, or acknowledgments, receipts
or confirmations from, financial intermediaries, bailees or agents (as
applicable) of the Trustee for the purpose of perfecting such security interest
under applicable law.

            (c) The Depositor hereby covenants that it will enforce the delivery
obligations of the related Mortgage Loan Seller under Sections 2(f) and 4(d) of
the related mortgage loan purchase and sale agreement for the benefit of the
parties to this Agreement and for the benefit of the Certificateholders. None of
the Trustee, the Fiscal Agent, any Custodian, the Depositor, the Master Servicer
or the Special Servicer shall in any way be liable for any failure by a Mortgage
Loan Seller to comply with the delivery requirements of this Section 2.01(c).

            If any of the endorsements referred to in clause (i) of the
definition of "Mortgage File" are delivered to the Trustee in blank, the Trustee
shall be responsible for completing promptly the related endorsement in the name
of the Trustee (in such capacity). If the applicable Mortgage Loan Seller is
unable to deliver or cause the delivery of any original Mortgage Note, it may
deliver a copy of such Mortgage Note, together with a lost note affidavit and
indemnity, and shall thereby be deemed to have satisfied the document delivery
requirements of Section 2(e) of the related mortgage loan purchase and sale
agreement as to such item. If the applicable Mortgage Loan Seller cannot so
deliver, or cause to be delivered, as to any Mortgage Loan, the original or a
copy of any of the documents and/or instruments referred to in clauses (ii),
(iv), (viii), (xi)(A) and (xiii) of the definition of "Mortgage File", with
evidence of recording or filing (if applicable, and as the case may be) thereon,
solely because of a delay caused by the public recording or filing office where
such document or instrument has been delivered for recordation or filing, as the
case may be, then, so long as a copy of such document or instrument, certified
by the related Mortgage Loan Seller as being a copy of the document deposited
for recording or filing, has been delivered to the Trustee on or before the
Closing Date, and subject to the requirements of Section 4(d) of the related
mortgage loan purchase and sale agreement, the delivery requirements of the
related mortgage loan purchase and sale agreement shall be deemed to have been
satisfied as to such missing item, and such missing item shall be deemed to have
been included in the related Mortgage File. If the applicable Mortgage Loan
Seller cannot or does not so deliver, or cause to be delivered, as to any
Mortgage Loan, the original of any of the documents and/or instruments referred
to in clauses (iii), (v), and (xi)(B) of the definition of "Mortgage File",
because such document or instrument has been delivered for recording or filing,
as the case may be, then subject to Section 4(d) of the related mortgage loan
purchase and sale agreement, the delivery requirements of Section 2(e) of the
related mortgage loan purchase and sale agreement shall be deemed to have been
satisfied as to such missing item, and such missing item shall be deemed to have
been included in the related Mortgage File.

            (d) The Depositor hereby covenants that it will enforce the delivery
and recordation obligations of the related Mortgage Loan Seller under Section
2(c) of the related mortgage loan purchase and sale agreement for the benefit of
the parties to this Agreement and for the benefit of the Certificateholders. At
such time as such assignments, UCC-1s, UCC-2s and UCC-3s have been returned to
the Trustee, the Trustee shall periodically forward a copy of each thereof to
the Master Servicer.

            (e) The Depositor hereby covenants that it will enforce the delivery
obligations of the related Mortgage Loan Seller under Section 2(d) of the
related mortgage loan purchase and sale agreement.

            (f) Pursuant to the Bank of America/BACM Mortgage Loan Purchase and
Sale Agreement, Bank of America is obligated, as to each Bank of America
Mortgage Loan which is secured by the interest of the related Mortgagor under a
Ground Lease, pursuant to the BCRF/BACM Mortgage Loan Purchase and Sale
Agreement, BCRF is obligated, as to each Bridger Mortgage Loan which is secured
by the interest of the related Mortgagor under a Ground Lease and pursuant to
the PMCF/BACM Mortgage Loan Purchase and Sale Agreement, PMCF is obligated, as
to each PMCF Mortgage Loan which is secured by the interest of the related
Mortgagor under a Ground Lease, in each case at its own expense, promptly (and
in any event within forty-five (45) days of the Closing Date) notify the related
ground lessor (with a copy of such notice to the Master Servicer) of the
transfer of such Mortgage Loan to the Trust pursuant to this Agreement and
inform such ground lessor that any notices of default under the related Ground
Lease should thereafter be forwarded to the Trustee, and shall provide copies of
such notices to the Master Servicer.

            (g) In the event a Mortgage Loan is repurchased by a Mortgage Loan
Seller, the Trustee shall re-assign any rights that the related Mortgage Loan
Seller had with respect to representations and warranties made by a third party
originator to such Mortgage Loan Seller under the relevant mortgage loan
purchase agreement to the Mortgage Loan Seller in respect of any such Mortgage
Loan.

            SECTION 2.02 Acceptance of REMIC I by Trustee.

            (a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it or a Custodian on its behalf of, subject to the
provisions of Section 2.01 and to the further review provided for in this
Section 2.02, and further subject to the Schedule of Exceptions attached hereto
as Schedule III, of, with respect to each Mortgage Loan, an original Mortgage
Note endorsed to the Trustee and declares that (i) the information set forth in
the Mortgage Loan Schedule with respect to the information specified in clause
(iv) of the definition of Mortgage Loan Schedule is correct, and (ii) it or a
Custodian on its behalf holds and will hold the documents delivered or caused to
be delivered by the Mortgage Loan Sellers in respect of the Mortgage Loans, and
that it holds and will hold all other assets included in REMIC I and the Grantor
Trust (in respect of Excess Interest) in trust for the exclusive use and benefit
of all present and future Certificateholders and the Trustee as holder of the
REMIC I Regular Interests and the Class A-2F Regular Interest. The Master
Servicer acknowledges receipt of all of the original letters of credit, copies
of which are part of the Mortgage File and agrees to hold such letters of credit
in trust for the benefit of the Trustee. The duty to hold such letters of credit
may be delegated to a Sub-Servicer but such delegation shall not absolve the
Master Servicer from any responsibility that is has to the Trust with respect
thereto.

            (b) Within sixty (60) days of the Closing Date (or, in the case of
any Mortgage Loan as to which a Servicing Transfer Event has occurred during
such sixty (60) day period of which event the Trustee and Custodian has notice,
within the shorter of sixty (60) days of the Closing Date and five Business Days
of the Trustee's receiving such notice), the Trustee or a Custodian on its
behalf shall review each of the documents delivered or caused to be delivered by
the Mortgage Loan Sellers with respect to each Mortgage Loan pursuant to Section
2.01(c); and, promptly following such review, the Trustee shall, subject to
Section 2.02(d), certify in writing (substantially in the form of Exhibit F) to
each of the Depositor, the Master Servicer, the Special Servicer, the Directing
Certificateholder and the Mortgage Loan Seller that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full
or otherwise liquidated), and except as specifically identified in any exception
report annexed to such certification, (i) all documents as part of the Mortgage
File without regard to the proviso at the end of the definition of Mortgage
(unless there is no Mortgage Loan Checklist attached to the Mortgage File) are
in its possession or the possession of a Custodian on its behalf, or each
Mortgage Loan Seller has otherwise satisfied the delivery requirements in
respect of such documents in accordance with Section 2.01(c) and (ii) all
documents received by it or any Custodian in respect of such Mortgage Loan have
been reviewed by it or by a Custodian on its behalf and appear regular on their
face, appear to be executed and relate to such Mortgage Loan. Notwithstanding
the immediately preceding sentence, in connection with a particular Mortgage
File for which a document that is referenced in the definition of Mortgage File
has not been actually received by the Trustee, the Trustee before creating the
exception report required to be generated by it pursuant to this Section 2.02(b)
shall verify that such document was actually to be included in such Mortgage
File by reviewing the Mortgage Loan Checklist attached to such Mortgage File,
and if such document is not referenced on the Mortgage Loan Checklist as being
part of such Mortgage File, such document will be deemed not to be required in
such Mortgage File, and the Trustee shall not generate an exception report as a
result therefrom. If within sixty (60) days of the Closing Date the Trustee
shall receive notice of any Mortgage Loan as to which a Servicing Transfer Event
or substitution has occurred during such sixty (60) day period, the Trustee
shall, upon receipt of a Request for Review (substantially in the form of
Exhibit I), promptly review the Mortgage File delivered or caused to be
delivered by the related Mortgage Loan Seller with respect to such Mortgage
Loan. Such review and the certification regarding the same shall be conducted
and prepared in accordance with the standards of review set forth in this
paragraph.

            (c) The Trustee or a Custodian on its behalf shall review each of
the documents relating to the Mortgage Loans received thereby subsequent to the
Closing Date; and no later than one hundred eighty (180) days after the Closing
Date, and subsequently no later than one (1) year after the Closing Date and, if
any exceptions are noted, every ninety (90) days thereafter until either (i) all
exceptions have been removed, or (ii) the second anniversary of the Closing
Date, the Trustee shall, subject to Section 2.02(d), certify in writing
(substantially in the form of Exhibit G) to each of the Depositor, the Master
Servicer, the Special Servicer, the Directing Certificateholder and the Mortgage
Loan Sellers that as to each Mortgage Loan listed on the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or otherwise liquidated), and except
as specifically identified in any exception report annexed to such
certification, (i) all documents in the Mortgage File, as verified to be
included therein by the Mortgage Loan Checklist as set forth in Section 2.02(b)
above and without regard to the proviso as the end of the definition of Mortgage
File (unless there is no Mortgage Loan Checklist attached to the Mortgage File)
including but not limited to those specified in clauses (i), (ii), (ix) (without
regard to the verification of the effective date with respect to a title policy
or the date of funding with respect to a title commitment) and, if the Mortgage
Loan Schedule specifies that the related Mortgagor has a leasehold interest in
the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are
in its possession or the possession of a Custodian on its behalf, or each
Mortgage Loan Seller has otherwise satisfied the delivery requirements in
respect of such documents in accordance with Section 2.01(c), (ii) it or a
Custodian on its behalf has received either the original or copy of each of the
assignments specified in clauses (iii) and (v) of the definition of "Mortgage
File" that were delivered by the Mortgage Loan Sellers with evidence of
recording thereon, (iii) all documents received by it or any Custodian in
respect of such Mortgage Loan have been reviewed by it or by such Custodian on
its behalf and appear regular on their face, appear to be executed and relate to
such Mortgage Loan, and (iv) based on the examinations referred to in subsection
(b) above and this subsection (c) and only as to the foregoing documents, the
information set forth in the Mortgage Loan Schedule with respect to the items
specified in clauses (iv) and (vi)(B) of the definition of "Mortgage Loan
Schedule", is correct and the Mortgage Rate set forth in clause (iii)(a) of the
definition of "Mortgage Loan Schedule" matches the Mortgage Rate in effect on
the date of origination or of the most recent written amendment to such Mortgage
Rate which is contained in the Mortgage File.

            (d) None of the Trustee, the Master Servicer, the Special Servicer
or any Custodian is under any duty or obligation (i) to determine whether any of
the documents specified in clauses (iv) through (viii), (x) and (xi), and (xiv)
through (xxi) of the definition of "Mortgage File" exist or are required to be
delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan, except
to the extent identified on the Mortgage Loan Checklist, upon which the Trustee
may conclusively rely for such purposes, or (ii) to inspect, review or examine
any of the documents, instruments, certificates or other papers relating to the
Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, binding, enforceable, sufficient or appropriate for the
represented purpose or that they are other than what they purport to be on their
face. Furthermore, none of the Trustee, the Master Servicer, the Special
Servicer or any Custodian shall have any liability because the text of any
assignment or endorsement is not in proper or recordable form, if the requisite
recording of any document is not in accordance with the requirements of any
applicable jurisdiction, or if a blanket assignment is not permitted in any
applicable jurisdiction.

            (e) If, in the process of reviewing the documents delivered or
caused to be delivered by the Mortgage Loan Sellers pursuant to Section 2.01(c),
the Trustee or any Custodian discovers that any document required to have been
delivered pursuant to Section 2.01(c) has not been so delivered, or discovers
that any of the documents that were delivered has not been properly executed,
contains information that does not conform in any material respect with the
corresponding information set forth in the Mortgage Loan Schedule, or is
defective on its face (each, including, without limitation, that a document is
missing, a "Document Defect"), or if, at any other time, the Trustee or any
other party hereto discovers a Document Defect in respect of any Mortgage Loan,
the party discovering such Document Defect shall promptly so notify each of the
other parties hereto. Pursuant to the Bank of America/BACM Mortgage Loan
Purchase and Sale Agreement, the BCRF/BACM Mortgage Loan Purchase and Sale
Agreement and the PMCF/BACM Mortgage Loan Purchase and Sale Agreement, if and
when such party is notified of or discovers any error in the mortgage loan
schedule attached to the related mortgage loan purchase and sale agreement or
any Mortgage Loan Checklist, as applicable, Bank of America, if a Bank of
America Mortgage Loan is affected, BCRF, if a Bridger Mortgage Loan is affected,
or PMCF, if a PMCF Mortgage Loan is affected, shall promptly amend such mortgage
loan schedule or such Mortgage Loan Checklist, as applicable, and distribute
such amended mortgage loan schedule or such Mortgage Loan Checklist, as
applicable, to each of the other parties hereto. Such new, corrected mortgage
loan schedule or Mortgage Loan Checklist, as applicable, shall be deemed to
amend and replace the existing mortgage loan schedule or Mortgage Loan
Checklist, as applicable; provided, however, that the correction or amendment of
such mortgage loan schedule or Mortgage Loan Checklist by itself shall not be
deemed to be a cure of a Material Breach.

            SECTION 2.03 Mortgage Loan Sellers' Repurchase or Substitution of
Mortgage Loans for Material Document Defects and Material Breaches.

            (a) If any party hereto discovers or receives notice of a Document
Defect, or discovers or receives notice of a material breach of any
representation or warranty relating to any Mortgage Loan set forth in the Bank
of America/BACM Mortgage Loan Purchase and Sale Agreement, the BCRF/BACM
Mortgage Loan Purchase and Sale Agreement or the PMCF/BACM Mortgage Loan
Purchase and Sale Agreement (a "Breach"), the party discovering such Document
Defect or Breach shall give written notice to the other parties hereto and to
the Majority Certificateholder of the Controlling Class of such Document Defect
or Breach. Promptly upon becoming aware of any Material Document Defect or
Material Breach (including through such written notice provided by any party
hereto or the Majority Certificateholder of the Controlling Class as provided
above), the Master Servicer shall request in writing (with a copy to the other
parties hereto, the Majority Certificateholder of the Controlling Class and the
Directing Certificateholder (if different from the Majority Certificateholder of
the Controlling Class)) that the applicable Mortgage Loan Seller, not later than
ninety (90) days from receipt of such written request (the "Initial Resolution
Period") (i) correct or cure such Material Document Defect or Material Breach,
as the case may be in all material respects, in accordance with Section 4(c) of
the Bank of America/BACM Mortgage Loan Purchase and Sale Agreement, the
BCRF/BACM Mortgage Loan Purchase and Sale Agreement, or the PMCF/BACM Mortgage
Loan Purchase and Sale Agreement, as applicable, or (ii) repurchase the affected
Mortgage Loan or REO Loan in accordance with Section 4(c) of the Bank of
America/BACM Mortgage Loan Purchase and Sale Agreement, the BCRF/BACM Mortgage
Loan Purchase and Sale Agreement or the PMCF/BACM Mortgage Loan Purchase and
Sale Agreement, as applicable; provided, however, that if pursuant to the
related mortgage loan purchase and sale agreement the related Mortgage Loan
Seller certifies in writing to the Depositor (i) that any such Material Breach
or Material Document Defect, as the case may be, does not and will not cause the
Defective Mortgage Loan, to fail to be a "qualified mortgage" within the meaning
of the REMIC Provisions, (ii) that such Material Breach or Material Document
Defect, as the case may be, is capable of being corrected or cured but not
within the applicable Initial Resolution Period, (iii) that the Mortgage Loan
Seller has commenced and is diligently proceeding with the correction or cure of
such Material Breach or Material Document Defect, as the case may be, within the
applicable Initial Resolution Period, and (iv) that the Mortgage Loan Seller
anticipates that such Material Breach or Material Document Defect, as the case
may be, will be corrected or cured within an additional period not to exceed the
Resolution Extension Period, then the Mortgage Loan Seller shall have an
additional period equal to the applicable Resolution Extension Period to
complete such correction or cure or, failing such, to repurchase the Defective
Mortgage Loan; and provided, further, that if the Mortgage Loan Seller's
obligation to repurchase any Defective Mortgage Loan as a result of a Material
Breach or Material Document Defect arises within the three-month period
commencing on the Closing Date (or within the two-year period commencing on the
Closing Date if the Defective Mortgage Loan is a "defective obligation" within
the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation
Section 1.860G-2(f); and, if the Defective Mortgage Loan is still subject to
this Agreement, the Mortgage Loan Seller may, at its option, in lieu of
repurchasing such Defective Mortgage Loan (but, in any event, no later than such
repurchase would have to have been completed), (i) replace such Defective
Mortgage Loan with one or more "Qualifying Substitute Mortgage Loans" and (ii)
pay any corresponding Substitution Shortfall Amounts. If the affected Mortgage
Loan is to be repurchased or substituted, the Special Servicer shall designate
the Certificate Account as the account to which funds in the amount of the
Purchase Price or the Substitution Shortfall Amount is to be wired. Any such
repurchase shall be on a whole loan, servicing released basis. Notwithstanding
this Section 2.03(a), the absence from the Mortgage File; (i) on the Closing
Date of the Note and (ii) by the first anniversary of the Closing Date, the
Mortgage Instrument, the Title Insurance Policy or copies of the Transfer
Documents, (without the presence of any factor, such as a lost note affidavit
with an acceptable indemnity in the case of a missing Mortgage Note, that
reasonably mitigates such absence, non-conformity or irregularity) shall be
conclusively presumed to be a Material Document Defect and shall obligate the
party discovering such to give the Trustee prompt notice, whereupon the Trustee
shall notify applicable Mortgage Loan Seller to cure such Material Document
Defect, or, failing that repurchase the related Mortgage Loan or REO Loan, all
in accordance with the procedures set forth herein.

            (b) Whenever one or more mortgage loans are substituted for a
Defective Mortgage Loan by the applicable Mortgage Loan Seller as contemplated
by this Section 2.03, the Master Servicer shall direct such party effecting the
substitution to deliver the related Mortgage File to the Trustee, to certify
that such substitute mortgage loan satisfies or such substitute mortgage loans
satisfy, as the case may be, all of the requirements of the definition of
"Qualifying Substitute Mortgage Loan" and to send such certification to the
Trustee. No mortgage loan may be substituted for a Defective Mortgage Loan as
contemplated by this Section 2.03 if the Mortgage Loan to be replaced was itself
a Replacement Mortgage Loan, in which case, absent a cure of the relevant
Material Breach or Material Document Defect, the affected Mortgage Loan will be
required to be repurchased as contemplated hereby. Monthly Payments due with
respect to each Replacement Mortgage Loan (if any) after the related date of
substitution, and Monthly Payments due with respect to each corresponding
Deleted Mortgage Loan (if any) after the related Due Date in November 2001 and
on or prior to the related date of substitution, shall be part of the Trust
Fund. Monthly Payments due with respect to each Replacement Mortgage Loan (if
any) on or prior to the related date of substitution, and Monthly Payments due
with respect to each corresponding Deleted Mortgage Loan (if any) after the
related date of substitution, shall not be part of the Trust Fund and are to be
remitted by the Master Servicer to the party effecting the related substitution
promptly following receipt.

            (c) In connection with any repurchase or substitution of one or more
Mortgage Loans contemplated by this Section 2.03, upon receipt of a Request for
Release (in the form of Exhibit D attached hereto) of a Servicing Officer of the
Master Servicer certifying as to the receipt of the applicable Purchase Price(s)
or Substitution Shortfall Amount(s), as applicable, in the Certificate Account
(in the case of any such repurchase) (i) the Trustee shall execute and deliver
such endorsements, assignments and other documents or instruments as are
provided to it, in each case without recourse, representation or warranty, as
shall be necessary to vest in the applicable Mortgage Loan Seller, or its
designee, the legal and beneficial ownership of each repurchased Mortgage Loan
or Deleted Mortgage Loan, as applicable, being released pursuant to this Section
2.03, and (ii) the Trustee, the Custodian, the Master Servicer, and the Special
Servicer shall each tender to the applicable Mortgage Loan Seller, or its
designee, all portions of the Mortgage File, the Servicing File, any additional
collateral and other documents pertaining to each such Mortgage Loan held by or
on behalf of it, the Master Servicer and the Special Servicer shall release to
the applicable Mortgage Loan Seller any Escrow Payments and Reserve Funds held
by it in respect of such repurchased or Deleted Mortgage Loan and the Master
Servicer shall notify the applicable Borrower of such transfer; provided, that
such tender by the Trustee or the Custodian shall be conditioned upon its
receipt from the Master Servicer or the Special Servicer of a Request for
Release. Thereafter, the Trustee, the Custodian, the Master Servicer and the
Special Servicer shall have no further responsibility with regard to the related
repurchased Mortgage Loan(s) or Deleted Mortgage Loan(s), as applicable, and the
related Mortgage File(s) and Servicing File(s). The Master Servicer shall, and
is hereby authorized and empowered by the Trustee to, prepare, execute and
deliver in its own name, on behalf of the Certificateholders and the Trustee or
any of them, the endorsements and assignments contemplated by this Section 2.03,
and the Trustee shall execute any powers of attorney that are prepared and
delivered to the Trustee by the Master Servicer and are necessary to permit the
Master Servicer to do so. The Master Servicer shall indemnify the Trustee for
any reasonable costs, fees, liabilities and expenses incurred by the Trustee in
connection with the negligent or willful misuse by the Master Servicer of such
powers of attorney.

            (d) The Bank of America/BACM Mortgage Loan Purchase and Sale
Agreement, the BCRF/BACM Mortgage Loan Purchase and Sale Agreement and the
PMCF/BACM Mortgage Loan Purchase and Sale Agreement provide the sole remedies
available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect or Breach with respect to the
Mortgage Loans purchased by the Depositor thereunder.

            (e) The Trustee with the cooperation of the Special Servicer (in the
case of Specially Serviced Mortgage Loans) shall, for the benefit of the
Certificateholders, enforce the obligations of the Mortgage Loan Sellers under
Section 4(c) of the Bank of America/BACM Mortgage Loan Purchase and Sale
Agreement, the BCRF/BACM Mortgage Loan Purchase and Sale Agreement and the
PMCF/BACM Mortgage Loan Purchase and Sale Agreement. The Trustee and the Special
Servicer, as applicable, shall be reimbursed the out-of-pocket costs and
expenses of such enforcement (including attorney's fees and litigation costs and
expenses) as Additional Trust Fund Expenses.

            (f) Except as set forth in the following paragraph, in the event of
the repurchase of a Defective Mortgage Loan by a Mortgage Loan Seller, the
Cross-Collateralization with respect to a Group shall not be released. If (x) a
Mortgage Loan is to be repurchased as contemplated in this Section 2.03, (y)
such Mortgage Loan is a Cross-Collateralized Mortgage Loan that is part of a
Group and (z) the applicable Document Defect or Breach does not otherwise
constitute a Material Document Defect or Material Breach, as the case may be, as
to any related Cross-Collateralized Mortgage Loan, then the applicable Material
Document Defect or Material Breach shall be deemed to constitute a Material
Document Defect or a Material Breach as to any related Cross-Collateralized
Mortgage Loan for purposes of the above provisions, and the Mortgage Loan Seller
shall be required to repurchase any related Cross-Collateralized Mortgage Loan
in accordance with the provisions above unless, the Cross-Collateralized
Mortgage Loan Repurchase Criteria would be satisfied if the Mortgage Loan Seller
were to repurchase only the affected Cross-Collateralized Mortgage Loan as to
which a Material Document Defect or Material Breach had occurred without regard
to this paragraph. In the event that the Cross-Collateralized Mortgage Loan
Repurchase Criteria would be so satisfied, the Mortgage Loan Seller may elect
either to repurchase all of the affected Cross-Collateralized Mortgage Loan as
to which the Material Breach exists or to repurchase all of the
Cross-Collateralized Mortgage Loans in the related Group. The determination of
the Master Servicer as to whether the Cross-Collateralized Mortgage Loan
Repurchase Criteria have been satisfied shall be conclusive and binding in the
absence of manifest error. The Master Servicer will be entitled to cause to be
delivered, or direct the Mortgage Loan Seller to (in which case the Mortgage
Loan Seller shall) cause to be delivered to the Master Servicer, an appraisal of
any or all of the related Mortgaged Properties for purposes of determining
whether clause (ii) of the definition of Cross-Collateralized Mortgage Loan
Repurchase Criteria has been satisfied, in each case at the expense of the
Mortgage Loan Seller if the scope and cost of the appraisal is approved by the
Mortgage Loan Seller (such approval not to be unreasonably withheld).

                  With respect to any Cross-Collateralized Mortgage Loan
conveyed hereunder, to the extent that the Mortgage Loan Seller repurchases an
affected Cross-Collateralized Mortgage Loan in the manner prescribed above while
the Trustee continues to hold any related Cross-Collateralized Mortgage Loans,
each Mortgage Loan Seller and the Depositor have agreed in the related mortgage
loan purchase and sale agreement to forbear from enforcing any remedies against
the other's Primary Collateral, but each is permitted to exercise remedies
against the Primary Collateral securing its respective affected
Cross-Collateralized Mortgage Loans, including, with respect to the Trustee, the
Primary Collateral securing Mortgage Loans still held by the Trustee, so long as
such exercise does not impair the ability of the other party to exercise its
remedies against its Primary Collateral. If the exercise of remedies by one
party would impair the ability of the other party to exercise its remedies with
respect to the Primary Collateral securing the Cross-Collateralized Mortgage
Loan or Cross-Collateralized Mortgage Loans held by such party, then both
parties have agreed pursuant to the related mortgage loan purchase and sale
agreement to forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Mortgage Loans can be modified in
a manner that complies with the related mortgage loan purchase and sale
agreement to remove the threat of impairment as a result of the exercise of
remedies. Any reserve or other cash collateral or letters of credit securing the
Cross-Collateralized Mortgage Loans shall be allocated between such Mortgage
Loans in accordance with the Mortgage Loan documents, or otherwise on a pro rata
basis based upon their outstanding Stated Principal Balances. All other terms of
the Mortgage Loans shall remain in full force and effect, without any
modification thereof conveyed hereunder, to the extent that the Mortgage Loan
Seller repurchases an affected Cross-Collateralized Mortgage Loan in the manner
prescribed above while the Trustee continues to hold any related
Cross-Collateralized Mortgage Loans.

            Without limiting the Trustee's duties under this Section 2.03, the
Trustee irrevocably designates the Special Servicer, for the benefit of
Certificateholders to enforce, after notice to the Trustee, any of the
obligations of each Mortgage Loan Seller under the related mortgage loan
purchase and sale agreement. Such enforcement including, without limitation, the
legal prosecution of claims, shall be carried out in such form, to such extent
and at such time as the Special Servicer shall reasonably determine is in the
best interests of the Certificateholders (taken as a collective whole). All out
of pocket expenses (including attorney's fees and litigation costs and expenses)
incurred by the Special Servicer in carrying out its obligations hereunder shall
be reimbursable to the Special Servicer and constitute Additional Trust Fund
Expenses. The Trustee shall upon request promptly furnish or cause to be
furnished to the Special Servicer limited powers of attorney and other documents
necessary, delivered to it by the Special Servicer for execution, or appropriate
to enable the Special Servicer to carry out such enforcement duties subject to
Section 3.01(c).

            SECTION 2.04 Representations and Warranties of the Depositor.

            (a) The Depositor hereby represents and warrants to each of the
other parties to this Agreement and for the benefit of the Certificateholders,
as of the Closing Date, that:

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

            (ii) The execution and delivery of this Agreement by the Depositor,
      and the performance and compliance with the terms of this Agreement by the
      Depositor, will not violate the Depositor's certificate of incorporation
      or bylaws or constitute a default (or an event which, with notice or lapse
      of time, or both, would constitute a default) under, or result in the
      breach of, any material agreement or other instrument to which it is a
      party or which is applicable to it or any of its assets.

            (iii) The Depositor has the full power and authority to enter into
      and consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Depositor, enforceable against the Depositor
      in accordance with the terms hereof, except as such enforcement may be
      limited by (A) applicable bankruptcy, insolvency, receivership,
      reorganization, liquidation, fraudulent transfer, moratorium and other
      laws affecting the enforcement of creditors' rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

            (v) The Depositor is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Depositor's good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability
      of the Depositor to perform its obligations under this Agreement or the
      financial condition of the Depositor.

            (vi) The transfer of the Mortgage Loans to the Trustee as
      contemplated herein requires no regulatory approval, other than any such
      approvals as have been obtained, and is not subject to any bulk transfer
      or similar law in effect in any applicable jurisdiction.

            (vii) No litigation is pending or, to the best of the Depositor's
      knowledge, threatened against the Depositor which would prohibit the
      Depositor from entering into this Agreement or, in the Depositor's good
      faith and reasonable judgment, is likely to materially and adversely
      affect either the ability of the Depositor to perform its obligations
      under this Agreement or the financial condition of the Depositor.

            (viii) Immediately prior to the transfer of the Mortgage Loans by
      the Depositor to the Trustee hereunder, the Depositor had good and
      marketable title to, and was the sole owner of, each such Mortgage Loan,
      free and clear of any and all liens, encumbrances and other interests on,
      in or to such Mortgage Loan.

            (ix) No consent, approval, authorization or order of, or filing or
      registration with, any state or federal court or governmental agency or
      body is required for the consummation by the Depositor of the transactions
      contemplated herein, except for those consents, approvals, authorizations
      and orders that previously have been obtained and those filings and
      registrations that previously have been completed, and except for those
      filings and recordings of Mortgage Loan documents and assignments thereof
      that are contemplated by this Agreement to be completed after the Closing
      Date.

            (b) Upon discovery by any of the parties hereto of a breach of any
of the foregoing representations and warranties which materially and adversely
affects the interests of the Certificateholders or any party hereto, the party
discovering such breach shall give prompt written notice to each of the other
parties hereto.

            SECTION 2.05 [RESERVED]

            SECTION 2.06 Representations and Warranties of the Master Servicer.

            (a) The Master Servicer hereby represents and warrants to the other
parties hereto and for the benefit of the Certificateholders, as of the Closing
Date, that:

            (i) The Master Servicer is duly organized, validly existing and in
      good standing as a corporation under the laws of the State of Delaware,
      and the Master Servicer is in compliance with the laws of each State in
      which any Mortgaged Property is located to the extent necessary to perform
      its obligations under this Agreement.

            (ii) The execution and delivery of this Agreement by the Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Master Servicer, will not violate the Master Servicer's
      organizational documents or constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, or
      result in the breach of, any material agreement or other instrument to
      which it is a party or which is applicable to it or any of its assets,
      which default, in the Master Servicer's good faith and reasonable
      judgment, is likely to materially and adversely affect the ability of the
      Master Servicer to perform its obligations under this Agreement.

            (iii) The Master Servicer has the full power and authority to enter
      into and consummate all transactions contemplated by this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
      and has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Master Servicer, enforceable against the
      Master Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

            (v) The Master Servicer is not in violation of, and its execution
      and delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Master Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Master Servicer to perform its obligations under this
      Agreement or the financial condition of the Master Servicer.

            (vi) No litigation is pending or, to the best of the Master
      Servicer's knowledge, threatened against the Master Servicer which would
      prohibit the Master Servicer from entering into this Agreement or, in the
      Master Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect either the ability of the Master Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Master Servicer.

            (vii) Each officer or employee of the Master Servicer that has
      responsibilities concerning the servicing and administration of the
      Mortgage Loans is covered by errors and omissions insurance in the amounts
      and with the coverage required by Section 3.07(c). None of the Master
      Servicer or, any of its officers or employees that is involved in the
      servicing or administration of the Mortgage Loans has been refused such
      coverage or insurance.

            (viii) No consent, approval, authorization or order of, or filing or
      registration with, any state or federal court or governmental agency or
      body is required for the consummation by the Master Servicer of the
      transactions contemplated herein, except for those consents, approvals,
      authorizations and orders that previously have been obtained and those
      filings and registrations that previously have been completed.

            (b) The representations and warranties of the Master Servicer set
forth in Section 2.06(a) shall survive the execution and delivery of this
Agreement and inure to the benefit of the Persons for whose benefit they were
made for so long as the Trust remains in existence. Upon discovery by any of the
parties hereto of a breach of any of such representations and warranties which
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

            (c) Each successor Master Servicer (if any) shall be deemed to have
made, as of the date of its succession, each of the representations set forth in
Section 2.06(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 2.06(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

            SECTION 2.07 Representations and Warranties of the Special Servicer.

            (a) The Special Servicer hereby represents and warrants to the other
parties hereto and for the benefit of the Certificateholders, as of the Closing
Date, that:

            (i) The Special Servicer is duly organized, validly existing and in
      good standing as a corporation under the laws of the State of Ohio, and
      the Special Servicer is in compliance with the laws of each State in which
      any Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement.

            (ii) The execution and delivery of this Agreement by the Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Special Servicer, will not violate the Special Servicer's
      organizational documents or constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, or
      result in the breach of, any material agreement or other instrument to
      which it is a party or which is applicable to it or any of its assets,
      which default, in the Special Servicer's good faith and reasonable
      judgment, is likely to materially and adversely effect either the ability
      of the Special Servicer to perform its obligations under this Agreement or
      the financial condition of the Special Servicer.

            (iii) The Special Servicer has the full corporate power and
      authority to enter into and consummate all transactions contemplated by
      this Agreement, has duly authorized the execution, delivery and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Special Servicer, enforceable against the
      Special Servicer in accordance with the terms hereof, except as such
      enforcement may be limited by (A) applicable bankruptcy, receivership,
      insolvency, reorganization, liquidation, fraudulent transfer, moratorium
      and other laws affecting the enforcement of creditors' rights generally,
      and (B) general principles of equity, regardless of whether such
      enforcement is considered in a proceeding in equity or at law.

            (v) The Special Servicer is not in violation of, and its execution
      and delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Special Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Special Servicer to perform its obligations under this
      Agreement or the financial condition of the Special Servicer.

            (vi) No litigation is pending or, to the best of the Special
      Servicer's knowledge, threatened against the Special Servicer, the outcome
      of which in the Special Servicer's reasonable judgment, is likely to
      materially and adversely affect either the ability of the Special Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Special Servicer.

            (vii) Each officer or employee of the Special Servicer that has
      responsibilities concerning the servicing and administration of the
      Mortgage Loans is covered by errors and omissions insurance in the amounts
      and with the coverage required by Section 3.07(c).

            (viii) No consent, approval, authorization or order of, or filing or
      registration with, any state or federal court or governmental agency or
      body is required for the consummation by the Special Servicer of the
      transactions contemplated herein, except for those consents, approvals,
      authorizations and orders that previously have been obtained and those
      filings and registrations that previously have been completed.

            (b) The representations and warranties of the Special Servicer set
forth in Section 2.07(a) shall survive the execution and delivery of this
Agreement and inure to the benefit of the Persons for whose benefit they were
made for so long as the Trust remains in existence. Upon discovery by any of the
parties hereto of a breach of any of such representations and warranties which
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

            (c) Each successor Special Servicer (if any) shall be deemed to have
made, as of the date of its succession, each of the representations set forth in
Section 2.07(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 2.07(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

            SECTION 2.08 Representations and Warranties of the Trustee and the
REMIC Administrator.

            (a) LaSalle Bank National Association both in its capacity as
Trustee and in its capacity as REMIC Administrator (the "Bank"), hereby
represents and warrants to the other parties hereto and for the benefit of the
Certificateholders, as of the Closing Date, that:

            (i) The Bank is a national bank duly organized, validly existing and
      in good standing under the laws of the United States and is, shall be or,
      if necessary, shall appoint a co-trustee that is, in compliance with the
      laws of each State in which any Mortgaged Property is located to the
      extent necessary to ensure the enforceability of each Mortgage Loan and to
      perform its obligations under this Agreement.

            (ii) The execution and delivery of this Agreement by the Bank, and
      the performance and compliance with the terms of this Agreement by the
      Bank, do not violate the Bank's organizational documents or constitute a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets, which default, in the Bank's good
      faith and reasonable judgment, is likely to materially and adversely
      affect either the ability of the Bank to perform its obligations under
      this Agreement or the financial condition of the Bank.

            (iii) The Bank has the full power and authority to enter into and
      consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Bank, enforceable against the Bank in
      accordance with the terms hereof, subject to (A) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally, and (B) general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (v) The Bank is not in violation of, and its execution and delivery
      of this Agreement and its performance and compliance with the terms of
      this Agreement will not constitute a violation of, any law, any order or
      decree of any court or arbiter, or any order, regulation or demand of any
      federal, state or local governmental or regulatory authority, which
      violation, in the Bank's good faith and reasonable judgment, is likely to
      affect materially and adversely either the ability of the Bank to perform
      its obligations under this Agreement or the financial condition of the
      Bank.

            (vi) No litigation is pending or, to the best of the Bank's
      knowledge, threatened against the Bank which would prohibit the Bank from
      entering into this Agreement or, in the Bank's good faith and reasonable
      judgment, is likely to materially and adversely affect either the ability
      of the Bank to perform its obligations under this Agreement or the
      financial condition of the Bank.

            (vii) No consent, approval, authorization or order of, or filing or
      registration with, any state or federal court or governmental agency or
      body is required for the consummation by the Bank of the transactions
      contemplated herein, except for those consents, approvals, authorizations
      and orders that previously have been obtained and those filings and
      registrations that previously have been completed.

            (b) The representations and warranties of the Bank set forth in
Section 2.08(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust remains in existence. Upon discovery by any of the parties
hereto of a breach of any of such representations and warranties which
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

            (c) Each successor Trustee or REMIC Administrator (if any and
regardless of whether the Trustee and the REMIC Administrator are different
Persons) shall be deemed to have made, as of the date of its succession, each of
the representations set forth in Section 2.08(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 2.08(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization. In any such case, the term "Bank" shall be deemed to mean such
successor Trustee or the REMIC Administrator, as appropriate.

            SECTION 2.09 Issuance of the Class R-I Certificates; Creation of the
REMIC I Regular Interests.

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

            SECTION 2.10 Conveyance of REMIC I Regular Interests; Acceptance of
REMIC II by the Trustee.

            The Depositor, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the REMIC I Regular
Interests to the Trustee for the benefit of the Holders of the REMIC II
Certificates and the Class A-2F Certificates, and the Trust as holder of the and
the Class A-2F Regular Interest. The Trustee acknowledges the assignment to it
of the REMIC I Regular Interests and declares that it holds and will hold the
same in trust for the exclusive use and benefit of all present and future
Holders of the REMIC II Certificates and Class A-2F Certificates and the Trust
as holder of the Class A-2F Regular Interest.

            SECTION 2.11 Issuance of the REMIC II Certificates and the Class
A-2F Regular Interest.

            Concurrently with the assignment to the Trustee of the REMIC I
Regular Interests, and in exchange therefor, at the direction of the Depositor,
the Class A-2F Regular Interest has been issued as of the Closing Date and the
Trustee has executed, authenticated and delivered to or upon the order of the
Depositor, the REMIC II Certificates in authorized denominations. The interests
evidenced by the REMIC II Certificates and the Class A-2F Regular Interest
constitute the entire beneficial ownership of REMIC II. The rights of the
Holders of the REMIC II Certificates and the Class A-2F Certificates and the
Trust as holder of the Class A-2F Regular Interest to receive distributions from
the proceeds of REMIC II shall be as set forth in this Agreement

            SECTION 2.12 Conveyance of the Class A-2F Regular Interest and the
Excess Interest.

            The Depositor, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all right,
title and interest of the Depositor in and to (i) the Class A-2F Regular
Interest, and (ii) the Excess Interest to the Trustee for the benefit of the
Holders the Class A-2F Certificates and Holders of the Class Q Certificates,
respectively. The Trustee acknowledges the assignment to it of (i) the Class
A-2F Regular Interest, and (ii) the Excess Interest and declares that it will
hold the same in trust for the exclusive use and benefit of all present and
future Holders of the Class A-2F Certificates and Holders of the Class Q
Certificates, respectively.

            SECTION 2.13      Issuance of Class A-2F Certificates.

The Depositor, as of the Closing Date, and concurrently with the execution and
delivery of this Agreement, does hereby assign without recourse all the right,
title and interest of the Depositor in and to the Class A-2F Regular Interest to
the Trustee for the benefit of the Holders of the Class A-2F Certificates. The
Trustee acknowledges the assignment to it of the Class A-2F Regular Interest and
acknowledges entering into the Swap Documents, on behalf of the Trust, pursuant
to Section 3.28 and declares that it holds and will hold the same in trust for
the exclusive use and benefit of all present and future Holders of the Class
A-2F Certificates.


                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

            SECTION 3.01 Administration of the Mortgage Loans.

            (a) Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans and any REO Properties that it is
obligated to service and administer pursuant to this Agreement on behalf of the
Trustee, and in the best interests and for the benefit of the Certificateholders
in accordance with any and all applicable laws and the terms of this Agreement,
and the respective Mortgage Loans and, to the extent consistent with the
foregoing, in accordance with the Servicing Standard. Without limiting the
foregoing, and subject to Section 3.21, (i) the Master Servicer shall service
and administer all Mortgage Loans as to which no Servicing Transfer Event has
occurred and all Corrected Mortgage Loans, and (ii) the Special Servicer shall
service and administer (x) each Mortgage Loan (other than a Corrected Mortgage
Loan) as to which a Servicing Transfer Event has occurred, and (y) each REO
Property; provided, however, that the Master Servicer shall continue to collect
information and prepare all reports to the Trustee required hereunder with
respect to any Specially Serviced Mortgage Loans and REO Properties (and the
related REO Loans), and further to render such incidental services with respect
to any Specially Serviced Mortgage Loans and REO Properties as are specifically
provided for herein.

            (b) Subject to Section 3.01(a) and the terms and provisions of this
Agreement, the Master Servicer and the Special Servicer each shall have full
power and authority, acting alone or, subject to Section 3.22, through
Sub-Servicers, in which case the Sub-Servicers shall so act (including the
execution of documents on behalf of the Master Servicer on behalf of the Trustee
described in clause (i), clause (ii) and clause (iii) of the next sentence;
provided, however, that execution of the documents described in clause (iii) of
the next sentence shall require the consent of the Master Servicer), to do or
cause to be done any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, each of the Master Servicer and the Special
Servicer, in its own name, with respect to each of the Mortgage Loans it is
obligated to service hereunder, is hereby authorized and empowered by the
Trustee to execute and deliver, on behalf of the Certificateholders and the
Trustee or any of them: (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien
created by any Mortgage or other security document in the related Mortgage File
on the related Mortgaged Property and related collateral; (ii) in accordance
with the Servicing Standard and subject to Sections 3.08 and 3.20, any and all
modifications, waivers, amendments or consents to or with respect to any
documents contained in the related Mortgage File; and (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments. Subject to Section 3.10, the
Trustee shall, at the written request of a Servicing Officer of the Master
Servicer or the Special Servicer, furnish, or cause to be so furnished, to the
Master Servicer and the Special Servicer, as the case may be, any limited powers
of attorney and other documents necessary or appropriate to enable them to carry
out their servicing and administrative duties hereunder.

            (c) Notwithstanding anything herein to the contrary, neither the
Master Servicer nor the Special Servicer shall without the Trustee's written
consent which consent shall not be unreasonably withheld or delayed: (i)
initiate any action, suit or proceeding solely under the Trustee's name without
indicating the Master Servicer's or the Special Servicer's representative
capacity provided that solely with respect to this clause (i) if the Trustee has
not responded to the Master Servicer's or Special Servicer's request for such
consent within five (5) Business Days from the date of the Trustee's receipt of
such request, the Trustee shall be deemed to have consented to such request, or
(ii) take any action with the intent to cause, and which actually does cause,
the Trustee to be registered to do business in any state. The Master Servicer
and/or the Special Servicer shall indemnify the Trustee for any and all costs,
liabilities and expenses incurred by the Trustee in connection with the
negligent or willful misuse of such powers of attorney by the Master Servicer or
the Special Servicer, as applicable.

            (d) The relationship of each of the Master Servicer and Special
Servicer to the Trustee under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.

            (e) In the event that any two or more Mortgage Loans are
cross-collateralized with each other, the Master Servicer or Special Servicer,
as applicable, in accordance with the terms of this Agreement, shall service and
administer such Mortgage Loans as a single Mortgage Loan as and when it deems
necessary and appropriate, consistent with the Servicing Standard. If any
Cross-Collateralized Mortgage Loan becomes a Specially Serviced Mortgage Loan,
then each other Mortgage Loan that is cross-collateralized with it shall also
become a Specially Serviced Mortgage Loan. Similarly, no Cross-Collateralized
Mortgage Loan shall subsequently become a Corrected Mortgage Loan, unless and
until all Servicing Transfer Events in respect of each other Mortgage Loan that
is cross-collateralized with it, are remediated or otherwise addressed as
contemplated in the definition of "Specially Serviced Mortgage Loan".

            SECTION 3.02 Collection of Mortgage Loan Payments.

            (a) Each of the Master Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans it is obligated to service hereunder, and
shall, to the extent such procedures shall be consistent with this Agreement
(including without limitation, the Servicing Standard), follow such collection
procedures as it would follow were it the owner of such Mortgage Loans;
provided, however, that nothing herein contained shall be construed as an
express or implied guarantee by the Master Servicer or the Special Servicer of
the collectability of the Mortgage Loans; and, provided, further, that neither
the Master Servicer nor the Special Servicer shall, with respect to any ARD Loan
after its Anticipated Repayment Date, take any enforcement action with respect
to the payment of Excess Interest (other than the making of requests for its
collection), unless (i) the taking of an enforcement action with respect to the
payment of other amounts due under such Mortgage Loan is, in the good faith and
reasonable judgment of the Special Servicer, and without regard to such Excess
Interest, also necessary, appropriate and consistent with the Servicing Standard
or (ii) all other amounts due under such Mortgage Loan have been paid, the
payment of such Excess Interest has not been forgiven in accordance with Section
3.20 and, in the good faith and reasonable judgment of the Special Servicer, the
Liquidation Proceeds expected to be recovered in connection with such
enforcement action will cover the anticipated costs of such enforcement action
and, if applicable, any associated Advance Interest. Consistent with the
foregoing, the Master Servicer (or if applicable a Sub-Servicer) may grant a one
time waiver of Default Charges in connection with a late payment, provided that
for any waiver thereafter of Default Charges in connection with a Mortgage Loan
that is thirty (30) days or more past due, and with respect to which Advances,
Advance Interest or Additional Trust Fund Expenses have been incurred and remain
unreimbursed to the Trust, the Master Servicer must obtain the consent of the
Directing Certificateholder before granting such waiver. The Directing
Certificateholder's consent shall be deemed granted if it has not responded in
writing (which may be via fax or e-mail) within ten (10) Business Days of its
receipt of such request.

            (b) At least ninety (90) days prior to the maturity date of each
Balloon Mortgage Loan, the Master Servicer shall send a notice to the related
Mortgagor of such maturity date (with a copy to be sent to the Special Servicer)
and shall request written confirmation that the Balloon Payment will be paid by
such date.

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

            (a) The Master Servicer shall, as to all the Mortgage Loans,
establish and maintain one or more accounts (the "Servicing Accounts"), into
which all Escrow Payments shall be deposited and retained. Subject to any terms
of the related Mortgage Loan documents that specify the nature of the account in
which Escrow Payments shall be held, each Servicing Account shall be an Eligible
Account. Withdrawals of amounts so collected in respect of any Mortgage Loan
(and interest earned thereon) from a Servicing Account may be made only: (i) to
effect payment of real estate taxes, assessments, insurance premiums, ground
rents (if applicable) and comparable items in respect of related Mortgaged
Property; (ii) to reimburse the Master Servicer, the Special Servicer or the
Trustee, as applicable, for any unreimbursed Servicing Advances made thereby to
cover any of the items described in the immediately preceding clause (i); (iii)
to refund to the related Mortgagor any sums as may be determined to be overages;
(iv) to pay interest, if required and as described below, to the related
Mortgagor on balances in the Servicing Account (or, if and to the extent not
payable to the related Mortgagor, to pay such interest to the Master Servicer);
(v) disburse Insurance Proceeds if required to be applied to the repair or
restoration of the related Mortgaged Property; or (vi) to clear and terminate
the Servicing Account at the termination of this Agreement in accordance with
Section 9.01. The Master Servicer shall pay or cause to be paid to the related
Mortgagor interest, if any, earned on the investment of funds in Servicing
Accounts maintained thereby, if required by law or the terms of the related
Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from such Servicing Account, any provision herein to the contrary
notwithstanding. The Special Servicer shall within two (2) Business Days after
receipt deliver all Escrow Payments received by it to the Master Servicer for
deposit in the applicable Servicing Account.

            (b) The Master Servicer shall (with the cooperation of the Special
Servicer in the case of Specially Serviced Mortgage Loans), (i) maintain
accurate records with respect to each Mortgaged Property reflecting the status
of real estate taxes, assessments and other similar items that are or may become
a lien thereon and the status of insurance premiums and any ground rents payable
in respect thereof and (ii) use reasonable efforts to obtain, from time to time,
all bills for the payment of such items (including renewal premiums) and shall
effect payment thereof prior to the applicable penalty or termination date. For
purposes of effecting any such payment, the Master Servicer shall apply Escrow
Payments as allowed under the terms of the related Mortgage Loan or, if such
Mortgage Loan does not require the related Mortgagor to escrow for the payment
of real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items, each of the Master Servicer and the Special
Servicer shall, as to those Mortgage Loans it is obligated to service hereunder
and subject to the Servicing Standard, enforce the requirement of the related
Mortgage that the Mortgagor make payments in respect of such items at the time
they first become due.

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

            (d) The Master Servicer shall, as to all the Mortgage Loans,
establish and maintain, as applicable, one or more accounts (the "Reserve
Accounts"), into which all Reserve Funds, if any, shall be deposited and
retained. Withdrawals of amounts so deposited may be made to pay for or
otherwise cover, or (if appropriate) to reimburse the related Mortgagor in
connection with, the specific items for which such Reserve Funds were escrowed,
all in accordance with the Servicing Standard and the terms of the related
Mortgage Note, Mortgage and any agreement with the related Mortgagor governing
such Reserve Funds. Subject to the terms of the related Mortgage Note and
Mortgage, all Reserve Accounts shall be Eligible Accounts. The Special Servicer
shall within two (2) Business Days after receipt deliver all Reserve Funds
received by it to the Master Servicer for deposit in the applicable Reserve
Account.

            (e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Mortgage Loan, the Master
Servicer (or the Special Servicer with respect to a Specially Serviced Mortgage
Loan) shall request from the Mortgagor written confirmation thereof within a
reasonable time after the later of the Closing Date and the date as of which
such plan is required to be established or completed. To the extent any repairs,
capital improvements, actions or remediations are required to have been taken or
completed pursuant to the terms of the Mortgage Loan, the Master Servicer (or
the Special Servicer with respect to a Specially Serviced Mortgage Loan) shall
request from the Mortgagor written confirmation of such actions and remediations
within a reasonable time after the later of the Closing Date and the date as of
which such action or remediations are required by the related mortgage loan
documents to be or to have been taken or completed. To the extent a Mortgagor
shall fail to promptly respond to any inquiry described in this Section 3.03(e),
the Master Servicer (with respect to Mortgage Loans which are not Specially
Serviced Mortgage Loans) shall determine whether the related Mortgagor has
failed to perform its obligations under the related Mortgage Loan and report any
such failure to the Special Servicer within a reasonable time after the date as
of which such actions or remediations are required to be or to have been taken
or completed.

            SECTION 3.04 Certificate Account, the Distribution Account and the
REMIC II Distribution Account.

            (a) The Master Servicer shall establish and maintain one or more
accounts (collectively, the "Certificate Account"), held on behalf of the
Trustee in trust for the benefit of the Certificateholders. The Certificate
Account shall be an Eligible Account. The Master Servicer shall deposit or cause
to be deposited in the Certificate Account, within two (2) Business Days of
receipt (in the case of payments by Mortgagors or other collections on or in
respect of the Mortgage Loans) or as otherwise required hereunder, the following
payments and collections received or made by or on behalf of it subsequent to
the Cut-off Date (other than in respect of principal, interest and any other
amounts due and payable on the Mortgage Loans on or before the Cut-off Date,
which payments shall be delivered promptly to the applicable Mortgage Loan
Seller or its related designee, with negotiable instruments endorsed as
necessary and appropriate without recourse):

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

            (ii) all payments on account of interest at the respective Mortgage
      Rates on the Mortgage Loans and all Prepayment Premiums received in
      respect of the Mortgage Loans;

            (iii) all payments on account of Default Charges on such Mortgage
      Loan as provided in Section 3.05(a)(viii) and Section 3.27;

            (iv) all Insurance Proceeds and Liquidation Proceeds (net of all
      related Liquidation Expenses paid therefrom) received in respect of any
      Mortgage Loan (other than Liquidation Proceeds that are received in
      connection with a purchase by the Master Servicer or a Majority
      Certificateholder of the Controlling Class of all of the Mortgage Loans
      and any REO Properties in the Trust Fund and that are required to be
      deposited in the Distribution Account pursuant to Section 9.01);

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

            (vi) any amounts required to be deposited by the Master Servicer or
      the Special Servicer pursuant to Section 3.07(b) in connection with losses
      resulting from a deductible clause in a blanket or master single interest
      policy;

            (vii) any amounts required to be transferred from the REO Account
      pursuant to Section 3.16(c);

               (viii) any amounts representing payments made by Mortgagors that
      are allocable to cover items in respect of which Servicing Advances have
      been made;

            (ix) any proceeds from the repurchase of Mortgage Loans under
      Section 2.03 of this Agreement; and

            (x) all payments on account of Excess Interest.

            The foregoing requirements for deposit in the Certificate Account
shall be exclusive. Without limiting the generality of the foregoing, (A) actual
payments from Mortgagors in the nature of Escrow Payments, and amounts that the
Master Servicer and the Special Servicer are entitled to retain as additional
servicing compensation pursuant to Section 3.11(b) and Section 3.11(d),
respectively, need not be deposited by the Master Servicer in the Certificate
Account and (B) with respect to any amount representing a sub-servicing fee
(including, without limitation, a Primary Servicing Fee, if applicable) that
otherwise would be required to be deposited by the Master Servicer in the
Certificate Account and that, once so deposited, would have been permitted to be
withdrawn immediately from the Certificate Account pursuant to Section 3.05 as
part of the payment of the Master Servicing Fee, such amount shall be deemed to
have been deposited to and withdrawn from the Certificate Account for such
purpose to the extent that such sum has been retained by the Sub-Servicer
pursuant to the related Sub-Servicing Agreement. If the Master Servicer shall
deposit in the Certificate Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Certificate Account,
any provision herein to the contrary notwithstanding. The Master Servicer shall
promptly deliver to the Special Servicer, as additional special servicing
compensation in accordance with Section 3.11(d), assumption fees, modification
fees, Net Default Charges, charges for beneficiary statements or demands,
charges for checks returned for insufficient funds on accounts held by the
Special Servicer and similar fees (excluding Prepayment Premiums) received by
the Master Servicer with respect to Specially Serviced Mortgage Loans. The
Certificate Account shall be maintained as a segregated account, separate and
apart from trust funds created for mortgage pass-through certificates of other
series serviced and the other accounts of the Master Servicer.

            Upon receipt of any of the amounts described in clauses (i) through
(vi) above with respect to any Mortgage Loan, the Special Servicer shall
promptly, but in no event later than two (2) Business Days after receipt, remit
such amounts to the Master Servicer for deposit into the Certificate Account in
accordance with the second preceding paragraph, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item
should not be deposited because of a restrictive endorsement or other
appropriate reason. Any such amounts received by the Special Servicer with
respect to an REO Property shall be deposited by the Special Servicer into the
REO Account and remitted to the Master Servicer for deposit into the Certificate
Account pursuant to Section 3.16(c). With respect to any such amounts paid by
check to the order of the Special Servicer, the Special Servicer shall endorse
such check to the order of the Master Servicer and shall deliver promptly, but
in no event later than two (2) Business Days after receipt, any such check to
the Master Servicer by overnight courier, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item
cannot be so endorsed and delivered because of a restrictive endorsement or
other appropriate reason.

            (b) The Trustee shall establish and maintain one or more trust
accounts (collectively, the "Distribution Account") to be held in trust for the
benefit of the Trust as holder of the REMIC I Regular Interests and the Class
A-2F Regular Interest, and the Certificateholders. The Distribution Account
shall be an Eligible Account. On each Master Servicer Remittance Date, the
Master Servicer shall deliver to the Trustee, for deposit in the Distribution
Account, an aggregate amount of immediately available funds equal to the Master
Servicer Remittance Amount for such Master Servicer Remittance Date. If, at 3:00
p.m., New York City time, on any Master Servicer Remittance Date, the Trustee
has not received the Master Servicer Remittance Amount, the Trustee shall
provide notice to the Master Servicer in the same manner as required by Section
4.03(a) hereof with respect to P&I Advances.

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

            (i) any P&I Advances required to be made by the Master Servicer in
      accordance with Section 4.03(a);

            (ii) any amounts required to be deposited by the Master Servicer
      pursuant to Section 3.19(e) in connection with Prepayment Interest
      Shortfalls; and

            (iii) any Liquidation Proceeds paid by the Master Servicer or a
      Majority Certificateholder of the Controlling Class in connection with the
      purchase of all of the Mortgage Loans and any REO Properties pursuant to
      Section 9.01, exclusive of the portion of such Liquidation Proceeds
      required to be deposited in the Certificate Account pursuant to Section
      9.01.

            The Trustee shall, upon receipt, deposit in the Distribution Account
any and all amounts received or advanced by the Trustee that are required by the
terms of this Agreement to be deposited therein.

            (c) The Trustee shall establish and maintain the REMIC II
Distribution Account, as a sub-account of the Distribution Account, in the name
of the Trustee, in trust for the benefit of the Trust as holder of the Class
A-2F Regular Interest and the Certificateholders (other than the Class R-I
Certificateholders). The REMIC II Distribution Account shall be established and
maintained as an Eligible Account or as a subaccount of the Distribution
Account. With respect to each Distribution Date, the Trustee shall withdraw or
be deemed to withdraw from the Distribution Account and deposit or be deemed to
deposit in the REMIC II Distribution Account on or before such date the amount
of the Available Distribution Amount (including P&I Advances) and Prepayment
Premiums to be distributed in respect of the REMIC I Regular Interests pursuant
to Section 4.01(a)(i) and Section 4.01(c)(ii) hereof on such date.

            (d) Funds in the Certificate Account may be invested only in
Permitted Investments in accordance with the provisions of Section 3.06. The
Master Servicer shall give notice to the other parties hereto of the location of
the Certificate Account as of the Closing Date and of the new location of the
Certificate Account prior to any change thereof. The Distribution Account, the
Floating Rate Account, and the REMIC II Distribution Account shall be
established at the Corporate Trust Office of the Trustee as of the Closing Date,
and the Trustee shall give notice to the other parties hereto of the new
location of the Distribution Account and the REMIC II Distribution Account prior
to any change thereof.

            (e) On or before the Closing Date, the Trustee shall establish and
maintain the Floating Rate Account for the benefit of the Class A-2F
Certificateholders. The Floating Rate Account may be a sub-account of the
Distribution Account. The Floating Rate Account shall (i) at all times be an
Eligible Account, (ii) be entitled: "LaSalle Bank National Association, as
Trustee, in trust for Holders of the Banc of America Commercial Mortgage Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-PB1, Floating Rate
Account, Class A-2F" and (iii) relate solely to the Class A-2F Certificates, and
the Trustee shall have the exclusive right to withdraw funds therefrom. The
Trustee shall be deemed to transfer from the REMIC II Distribution Account on
each Master Servicer Remittance Date an amount equal to those amounts payable
under the related Class A-2F Regular Interest pursuant to Section 4.01(b) for
the related Distribution Date and Section 4.01(k) hereof and shall deposit into
the Floating Rate Account all amounts received under the Swap Documents in
respect of such Distribution Date. Amounts in the Floating Rate Account shall be
held uninvested. The Trustee shall make withdrawals from the Floating Rate
Account in the following order of priority and only for the following purposes:

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

            (ii) to make distributions to the Holders of the Class A-2F
      Certificates pursuant to Section 4.01(k);

            (iii) to pay any funds required to be paid to the Swap Counterparty
      under the Swap Documents on or before 5:00 p.m. (New York time) on each
      Master Servicer Remittance Date; and

            (iv) to clear and terminate the Floating Rate Account pursuant to
      Section 9.1.

            SECTION 3.05 Permitted Withdrawals From the Certificate Account and
the Distribution Account.

            (a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):

            (i) to remit to the Trustee for deposit in the Distribution Account
      and the Excess Interest Distribution Account the Master Servicer
      Remittance Amount for, and, to the extent permitted or required by Section
      4.03(a) or Section 4.06, as applicable, any P&I Advances to be made on,
      each Master Servicer Remittance Date;

            (ii) to reimburse the Fiscal Agent, the Trustee, or the Master
      Servicer, as applicable, in that order, for unreimbursed P&I Advances made
      thereby in respect of any Mortgage Loan or REO Loan, the Fiscal Agent's,
      the Trustee's and the Master Servicer's respective rights to reimbursement
      pursuant to this clause (ii) with respect to any P&I Advance being payable
      from, and limited to, amounts that represent Late Collections of interest
      and principal (net of related Master Servicing Fees, Workout Fees and/or
      Liquidation Fees payable therefrom) received in respect of the particular
      Mortgage Loan or REO Loan as to which such P&I Advance was made;

            (iii) to pay to the Master Servicer earned and unpaid Master
      Servicing Fees in respect of each Mortgage Loan and REO Loan, the Master
      Servicer's right to payment pursuant to this clause (iii) with respect to
      any Mortgage Loan or REO Loan being payable from, and limited to, amounts
      received on or in respect of such Mortgage Loan (whether in the form of
      payments, Liquidation Proceeds or Insurance Proceeds) or such REO Loan
      (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
      Proceeds) that are allocable as a recovery of interest thereon;

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

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

            (vi) to reimburse the Fiscal Agent, the Trustee, the Special
      Servicer or the Master Servicer, as applicable, in that order, for any
      unreimbursed Servicing Advances made thereby with respect to any Mortgage
      Loan or REO Property, the Fiscal Agent's, the Trustee's, the Master
      Servicer's and the Special Servicer's, respective rights to reimbursement
      pursuant to this clause (vi) with respect to any Servicing Advance being
      payable from, and limited to, (A) payments made by the related Mortgagor
      that are allocable to cover the item in respect of which such Servicing
      Advance was made, and (B) Liquidation Proceeds (net of Liquidation Fees
      payable therefrom), Insurance Proceeds and, if applicable, REO Revenues
      received in respect of the particular Mortgage Loan or REO Property as to
      which such Servicing Advance was made;

            (vii) to reimburse the Fiscal Agent, the Trustee or the Master
      Servicer, as applicable, in that order, out of general collections on the
      Mortgage Loans and any REO Properties, for any unreimbursed Advances and
      Advance Interest at the Reimbursement Rate (to the extent such Advance
      Interest is not reimbursed from Default Charges to the extent contemplated
      by the immediately following clause (viii)) made thereby with respect to
      any Mortgage Loan, REO Loan or REO Property that have been determined to
      be Nonrecoverable Advances;

            (viii) to pay the Fiscal Agent, the Trustee, the Master Servicer, or
      the Special Servicer as applicable, in that order, any Advance Interest
      due and owing thereto, the Fiscal Agent's, the Trustee's, the Master
      Servicer's and the Special Servicer's respective rights to payment
      pursuant to this clause (viii) being payable from, and limited to Default
      Charges collected on the Mortgage Pool, as and to the extent contemplated
      by Section 3.27;

            (ix) at or following such time as the Master Servicer reimburses
      itself, the Special Servicer, the Trustee or the Fiscal Agent, as
      applicable, for any unreimbursed Advance pursuant to clause (ii), (vi) or
      (vii) above or Section 3.03, and insofar as payment has not already been
      made pursuant to clauses (vii) and (viii) above, to pay the Fiscal Agent,
      the Trustee the Master Servicer or the Special Servicer, as the case may
      be, and in that order, out of general collections on the Mortgage Loans
      and any REO Properties, any related Advance Interest accrued and payable
      on such Advance;

            (x) to pay the Master Servicer, as additional servicing compensation
      in accordance with Sections 3.06(b) and 3.11(b), and, subject to 3.19(e),
      any Net Investment Earnings in respect of amounts held in the Certificate
      Account for any Collection Period;

            (xi) to pay the Master Servicer, as additional servicing
      compensation in accordance with Section 3.11(b), any Prepayment Interest
      Excesses (subject, however, to Section 3.19(e) of this Agreement) and any
      Net Default Charges collected on any non-Specially Serviced Mortgage Loans
      in accordance with Section 3.27, and to pay the Special Servicer, as
      additional servicing compensation in accordance with Section 3.11(d), and
      any Net Default Charges collected on any Specially Serviced Mortgage Loan
      in accordance with Section 3.27;

            (xii) to reimburse, out of general collections on the Mortgage Loans
      and any REO Properties, the Master Servicer, the Special Servicer, the
      REMIC Administrator, the Depositor, or any of their respective directors,
      officers, employees and agents any amounts reimbursable to any such Person
      pursuant to Section 6.03, or to pay directly to any third party any amount
      which if paid by any such Person would be reimbursable thereto pursuant to
      Section 6.03;

            (xiii) to pay, out of general collections on the Mortgage Loans and
      any REO Properties, for (A) the reasonable costs of the advice of counsel
      contemplated by Section 3.17(b), (B) the reasonable costs of the Opinions
      of Counsel contemplated by Sections 3.09(b)(ii) and 3.16(a), (C) the
      reasonable costs of Appraisals obtained pursuant to Section 3.11(g) or
      4.03(c), (D) the reasonable costs of obtaining any REO Extension sought by
      the Special Servicer as contemplated by Section 3.16(a), (E) the costs of
      any environmental remediation required to be provided with respect to a
      Mortgaged Property pursuant to Section 3.09(c), and (F) the cost of
      recording this Agreement in accordance with Section 11.02(a);

            (xiv) to pay itself, the Special Servicer, the Majority
      Certificateholder of the Controlling Class, the Mortgage Loan Sellers, or
      any other Person, as the case may be, with respect to each Mortgage Loan,
      if any, previously purchased by such Person pursuant to this Agreement,
      all amounts received thereon subsequent to the date of purchase;

            (xv) to pay the Trustee or any of its respective directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person pursuant to Section 8.05(b) and, to the
      extent that the Trustee has incurred expenses reimbursable by the
      Depositor under Section 8.13, Section 8.13;

            (xvi) to pay any costs and expenses contemplated in Section 3.11(h),
      the last sentence of Section 7.02 and the last sentence of Section
      8.08(a);

            (xvii) [Reserved];

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

            (xix) to pay to the Master Servicer, the Special Servicer, the
      Trustee, the Fiscal Agent or the Depositor, as the case may be, any amount
      specifically required to be paid to such Person at the expense of the
      Trust Fund under any provision of this Agreement to which reference is not
      made in any other clause of this Section 3.05(a), it being acknowledged
      that this clause (xix) shall not be construed to modify any limitation
      otherwise set forth in this Agreement on the time at which any Person is
      entitled to payment or reimbursement of any amount or the funds from which
      any such payment or reimbursement is permitted to be made; and

               (xx)     to  withdraw  Funds  deposited  into  the  Certificate
      Account in error.

            If amounts on deposit in the Certificate Account at any particular
time (after withdrawing any portion of such amounts deposited in the Certificate
Account in error) are insufficient to satisfy all payments, reimbursements and
remittances to be made therefrom as set forth in clauses (ii) through (xix)
above, then the corresponding withdrawals from the Certificate Account shall be
made in the following priority and subject to the following rules: (A) if the
payment, reimbursement or remittance is to be made from a specific source of
funds, then such payment, reimbursement or remittance shall be made from that
specific source of funds on a pro rata basis with any and all other payments,
reimbursements and remittances to be made from such specific source of funds;
provided that where, as in clauses (ii), (vi), (vii), (viii) and (ix), an order
of priority is set forth to govern the application of funds withdrawn from the
Certificate Account pursuant to such clauses, payments, reimbursements or
remittances pursuant to any such clause shall be made in such order of priority
to the extent of available funds; and (B) if the payment, reimbursement or
remittance can be made from any funds on deposit in the Certificate Account,
then (following any withdrawals made from the Certificate Account in accordance
with the immediately preceding clause (A) above) such payment, reimbursement or
remittance shall be made from such general funds remaining on a pro rata basis
with any and all other payments, reimbursements or remittances to be made from
such general funds; provided that where, as in clauses (ii), (vi), (vii), (viii)
and (ix), an order of priority is set forth to govern the application of funds
withdrawn from the Certificate Account pursuant to such clauses, payments,
reimbursements or remittances pursuant to any such clause shall be made in such
order of priority to the extent of available funds.

            The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan (and on a property-by-property basis for REO Loans)
when appropriate, in connection with any withdrawal from the Certificate Account
pursuant to clauses (ii) through (xiv) above.

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

            (b) The Trustee may, from time to time, make withdrawals from the
Distribution Account for any of the following purposes (the order set forth
below not constituting an order of priority for such withdrawals):

            (i) as contemplated by Section 3.04(c), to deposit or be deemed to
      deposit into the REMIC II Distribution Account on or before the related
      Distribution Date the Available Distribution Amount and Prepayment
      Premiums to be distributed in respect of the REMIC I Regular Interests;

            (ii) to pay the Trustee accrued and unpaid Trustee Fees pursuant to
      Section 8.05(a), and to reimburse the Trustee for any other amounts to
      which it is entitled to be reimbursed from the Distribution Account
      pursuant to this Agreement;

            (iii) to pay the Trustee or any of its respective directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person pursuant to Section 8.05(b);

            (iv) as contemplated by Section 11.01(h), to pay for the reasonable
      costs of the Opinions of Counsel sought by the Trustee as contemplated by
      Section 11.01(a) or 11.01(d) in connection with any amendment to this
      Agreement requested by the Trustee which amendment is in furtherance of
      the rights and interests of Certificateholders;

            (v) to pay for the reasonable costs of the Opinions of Counsel
      sought by the Trustee as contemplated by Section 11.02(a);

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

            (vii) to transfer to the Interest Reserve Account an amount equal to
      the Withheld Amounts for the one (1) month period preceding the
      Distribution Date in each February (and in any January of a year which is
      not a leap year) pursuant to Section 4.05; and

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

            Taxes imposed on REMIC I or REMIC II shall be allocated to the
related REMIC.

            (c) The Trustee shall be deemed to make withdrawals from the REMIC
II Distribution Account for any of the following purposes: (i) to make
distributions to Certificateholders (other than Holders of the and the Class
A-2F Certificates and the Class R-I Certificates) on each Distribution Date and
to the Floating Rate Account with respect to the Class A-2F Regular Interest
pursuant to Section 4.01(b) or Section 9.01, as applicable; and (ii) to clear
and terminate the REMIC II Distribution Account at the termination of this
Agreement pursuant to Section 9.01.

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

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

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

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

            (b) Whether or not the Master Servicer directs the investment of
funds in the Certificate Account and the Servicing Account, interest and
investment income realized on funds deposited therein, to the extent of the Net
Investment Earnings, if any, for such Investment Account for each Collection
Period, shall be for the sole and exclusive benefit of the Master Servicer and
shall be subject to its withdrawal in accordance with Section 3.05(a). Whether
or not the Special Servicer directs the investment of funds in the REO Account,
interest and investment income realized on funds deposited therein, to the
extent of the Net Investment Earnings, if any, for such Investment Account for
each Collection Period, shall be for the sole and exclusive benefit of the
Special Servicer and shall be subject to its withdrawal in accordance with
Section 3.16(b). Whether or not the Trustee directs the investment of funds in
the Interest Reserve Account and the Excess Interest Distribution Account,
interest and investment income realized on funds deposited therein, to the
extent of Net Investment Earnings, if any, for such Investment Account for each
Collection Period, shall be for the sole and exclusive benefit of the Trustee
and shall be subject to withdrawal by the Trustee. If any loss shall be incurred
in respect of any Permitted Investment on deposit in any Investment Account, the
Master Servicer (in the case of the Certificate Account), the Special Servicer
(in the case of the REO Account) and the Trustee (in the case of the Interest
Reserve Account and the Excess Interest Distribution Account) shall promptly
deposit therein from its own funds, without right of reimbursement, no later
than the end of the Collection Period during which such loss was incurred, the
amount of the Net Investment Loss, if any, for such Collection Period. The
Trustee shall have no liability whatsoever with respect to any such losses,
except in respect to losses incurred in respect of any Permitted Investment on
deposit in the Interest Reserve Account and the Excess Interest Distribution
Account and to the extent that it is the obligor on any such Permitted
Investment.

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment and the Master Servicer or the Special Servicer, as applicable, has
not taken such action, the Trustee may and, subject to Section 8.02, upon the
request of Holders of Certificates entitled to not less than 25% of the Voting
Rights allocated to any Class, shall take such action as may be appropriate to
enforce such payment or performance, including, without limitation, the
institution and prosecution of appropriate proceedings.

            (d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including, without
limitation, the calculation of the Available Distribution Amount and the Master
Servicer Remittance Amount, the amounts so invested (but not any interest earned
thereon) shall be deemed to remain on deposit in such Investment Account.

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

            (a) Each of the Master Servicer and the Special Servicer shall, as
to those Mortgage Loans it is obligated to service hereunder, use its reasonable
efforts in accordance with the Servicing Standard to cause the related Mortgagor
to maintain (and, if the related Mortgagor is required by the terms of the
related Mortgage Loan and does not so maintain, the Master Servicer (even in the
case of Specially Serviced Mortgage Loans) shall itself maintain (subject to the
provisions of this Agreement regarding Nonrecoverable Advances, and further
subject to Section 3.11(h) hereof)), to the extent the Trustee, as mortgagee on
behalf of the Certificateholders, has an insurable interest and to the extent
available at commercially reasonable rates) all insurance coverage as is
required under the related Mortgage Loan (subject to applicable law), provided
that if any Mortgage permits the holder thereof to dictate to the Mortgagor the
insurance coverage to be maintained on such Mortgaged Property, the Master
Servicer or the Special Servicer, as appropriate, shall impose such insurance
requirements as are consistent with the Servicing Standard. As mutually agreed
upon by the Master Servicer and the Trustee, the Master Servicer shall make
available to the Trustee as of the Closing Date copies of each insurance policy
and declaration of insurance for a Mortgaged Property covered by an insurance
policy. Any amounts the Master Servicer pays to maintain insurance as set forth
herein shall constitute Servicing Advances. The Special Servicer shall maintain
for each REO Property with an insurer that possesses the Required Claims-Paying
Ratings at the time such policy is purchased, no less insurance coverage than
was previously required of the related Mortgagor under the related Mortgage (to
the extent available at commercially reasonable rates) and, if the related
Mortgage did not so require, hazard insurance, public liability insurance and
business interruption or rent loss insurance in such amounts as are consistent
with the Servicing Standard and to the extent such insurance is available at
commercially reasonable rates the cost of which shall be paid as a Servicing
Advance, or the Special Servicer may request the Master Servicer to make such
Servicing Advance, and the Master Servicer or the Special Servicer, as
applicable, shall be reimbursed for the premium costs thereof and any deductible
relating to such insurance as a Servicing Advance with Advance Interest pursuant
to Section 3.05(a). All such insurance policies shall contain (if they insure
against loss to property) a "standard" mortgagee clause, with loss payable to
the Master Servicer (in the case of insurance maintained in respect of the
Mortgaged Properties) or the Special Servicer (in the case of insurance
maintained in respect of REO Properties) on behalf of the Trustee, shall be
issued by an insurer authorized under applicable law to issue such insurance,
and, unless prohibited by the related Mortgage, may contain a deductible clause
(not in excess of a customary amount). Any amounts collected by the Master
Servicer or Special Servicer under any such policies (other than amounts to be
applied to the restoration or repair of the related Mortgaged Property or REO
Property or amounts to be released to the related Mortgagor, in each case in
accordance with the Servicing Standard) shall be deposited in the Certificate
Account, subject to withdrawal pursuant to Section 3.05(a), in the case of
amounts received in respect of a Mortgage Loan, or in the REO Account, subject
to withdrawal pursuant to Section 3.16(c), in the case of amounts received in
respect of an REO Property. Any cost incurred by the Master Servicer or the
Special Servicer, as applicable, in maintaining any such insurance shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance or
Stated Principal Balance of the related Mortgage Loan, notwithstanding that the
terms of such Mortgage Loan so permit.

            (b) (i) If the Master Servicer or the Special Servicer shall obtain
and maintain a blanket policy insuring against hazard losses on any or all of
the Mortgaged Properties (in the case of the Master Servicer) or REO Properties
(in the case of the Special Servicer), then, to the extent such policy (A) is
obtained from a Qualified Insurer that possesses the Required Claims-Paying
Ratings, and (B) provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer, as the case may
be, shall conclusively be deemed to have satisfied its obligation to cause
hazard insurance to be maintained on the Mortgaged Properties or REO Properties,
as applicable, so covered, and the premium costs and any deductible thereof
shall be, if and to the extent they are specifically attributable either to a
specific Mortgaged Property during any period that the related Mortgagor has
failed to maintain the hazard insurance required under the related Mortgage Loan
in respect of such Mortgaged Property or to a specific REO Property, a Servicing
Advance by the Master Servicer at the direction of the Special Servicer (in the
case of a Specially Serviced Mortgage Loan) under Section 3.07(a) which is
reimbursable to the Master Servicer pursuant to and to the extent permitted
under Section 3.05(a); provided that, to the extent that such premium costs are
attributable to properties other than Mortgaged Properties and/or REO Properties
or are attributable to Mortgaged Properties as to which the hazard insurance
required under the related Mortgage Loan is being maintained, they shall be
borne by the Master Servicer or Special Servicer, as the case may be, without
right of reimbursement. Such a blanket policy may contain a reasonable
deductible clause, in which case the Master Servicer or the Special Servicer, as
appropriate, shall, if there shall not have been maintained on the related
Mortgaged Property or REO Property, as applicable, a hazard insurance policy
complying with the requirements of Section 3.07(a), and there shall have been
one or more losses which would have been covered by such property specific
policy (taking into account any deductible clause that would have been permitted
therein), promptly deposit into the Certificate Account from its own funds
(without right of reimbursement) the amount of such losses up to the difference
between the amount of the deductible clause in such blanket policy and the
amount of any deductible clause that would have been permitted under such
property specific policy. The Master Servicer and the Special Servicer each
agree to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims under any such blanket policy maintained by it in a
timely fashion in accordance with the terms of such policy.

            (ii) If the Master Servicer shall cause any Mortgaged Property or
      the Special Servicer shall cause any REO Property to be covered by a
      forced placed insurance policy naming the Master Servicer or the Special
      Servicer, as applicable, on behalf of the Trustee as the loss payee, then
      to the extent such policy (A) is obtained from a Qualified Insurer that
      possesses the Required Claims-Paying Ratings and (B) provides protection
      equivalent to the individual policies otherwise required, the Master
      Servicer or the Special Servicer, as applicable, shall conclusively be
      deemed to have satisfied its obligation to cause such insurance to be
      maintained on such Mortgaged Property (in the case of the Master Servicer)
      or REO Property (in the case of the Special Servicer). If the Master
      Servicer shall cause any Mortgaged Property as to which the related
      Mortgagor has failed to maintain the required insurance coverage, or the
      Special Servicer shall cause any REO Property, to be covered by such
      forced placed insurance policy, then the incremental costs of such
      insurance applicable to such Mortgaged Property or REO Property (i.e.,
      other than any minimum or standby premium payable for such policy whether
      or not any Mortgaged Property or REO Property is covered thereby) paid by
      the Master Servicer, or the Special Servicer, shall constitute a Servicing
      Advance which is reimbursable to the Master Servicer or the Special
      Servicer pursuant to and to the extent permitted under Section 3.05(a).
      The Master Servicer or the Special Servicer shall, consistent with the
      Servicing Standard and the terms of the related Mortgage Loan documents,
      pursue the related Mortgagor for the amount of such incremental costs. All
      other costs associated with any such forced placed insurance policy
      (including, without limitation, any minimum or standby premium payable for
      such policy) shall be borne by the Master Servicer or Special Servicer, as
      the case may be, without right of reimbursement. Such forced placed
      insurance policy may contain a reasonable deductible clause, in which case
      the Master Servicer or the Special Servicer, as applicable, shall, in the
      event that there shall not have been maintained on the related Mortgaged
      Property or REO Property, as the case may be, a policy otherwise complying
      with the provisions of Section 3.07(a), and there shall have been one or
      more losses which would have been covered by such property specific policy
      had it been maintained, promptly deposit into the Certificate Account from
      its own funds (without right of reimbursement) the amount not otherwise
      payable under the forced placed policy because of such deductible clause,
      to the extent that any such deductible exceeds the deductible limitation
      that pertained to the related Mortgage Loan, or, in the absence of any
      such deductible limitation, the deductible limitation which is consistent
      with the Servicing Standard.

            (c) Each of the Master Servicer and the Special Servicer shall at
all times during the term of this Agreement keep in force with Qualified
Insurers that possess the Required Claims-Paying Ratings a fidelity bond in such
form and amount as would permit it to be a qualified Fannie Mae or Freddie Mac
seller-servicer of multifamily mortgage loans. Each of the Master Servicer and
the Special Servicer shall be deemed to have complied with the foregoing
provision if an Affiliate thereof has such fidelity bond coverage and, by the
terms of such fidelity bond, the coverage afforded thereunder extends to the
Master Servicer or the Special Servicer, as the case may be. Such fidelity bond
shall provide that it may not be canceled without thirty (30) days' prior
written notice to the Trustee.

            In addition, each of the Master Servicer and the Special Servicer
shall at all times during the term of this Agreement keep in force with
Qualified Insurers that possess the Required Claims-Paying Ratings a policy or
policies of insurance covering loss occasioned by the errors and omissions of
its officers and employees in connection with its obligation to service the
Mortgage Loans for which it is responsible hereunder, which policy or policies
shall be in such form and amount as would permit it to be a qualified Fannie Mae
seller-servicer of multifamily mortgage loans. Any such errors and omissions
policy, if required, shall provide that it may not be canceled without thirty
(30) days' prior written notice to the Trustee.

            SECTION 3.08 Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Subordinate Financing.

            (a) As to each Mortgage Loan which contains a provision in the
nature of a "due-on-sale" clause, which by its terms (1) provides that such
Mortgage Loan shall (or may at the mortgagee's option) become due and payable
upon the sale or other transfer of an interest in the related Mortgaged Property
or of a controlling interest in the related Mortgagor; or (2) provides that such
Mortgage Loan may not be assumed without the consent of the mortgagee in
connection with any such sale or other transfer, for so long as such Mortgage
Loan is included in the Trust Fund, each of the Master Servicer and the Special
Servicer shall, on behalf of the Trustee as the mortgagee of record, as to those
Mortgage Loans it is obligated to service hereunder, exercise (or waive its
right to exercise) any right it may have with respect to such Mortgage Loan (x)
to accelerate the payments thereon, or (y) to withhold its consent to any such
sale or other transfer, in a manner consistent with the Servicing Standard, but
subject to Section 3.20(a)(iii);

            (i) Notwithstanding anything to the contrary contained herein,
      neither the Master Servicer nor the Special Servicer shall waive any right
      it has, or grant any consent it is otherwise entitled to withhold, under
      any related "due-on-sale" clause, unless (x) such Mortgage Loans are as
      described in the immediately below clause (A) or (y) both the Master
      Servicer and the Special Servicer shall have followed the procedures set
      forth for those Mortgage Loans (not referenced in the immediately below
      clause (A)) in the manner set forth in the immediately below clauses (B),
      (C) and (D):

                  (A) With respect to the above, such prohibition shall not
            apply to those non-Specially Serviced Mortgage Loans which (1) are
            recourse, in connection with transfers and assumptions under such
            Mortgage Loans in which the obligations of the original recourse
            parties (including any guarantors) of such Mortgage Loans are not
            changed, such as transfers to inter vivos trusts for tax or estate
            planning purposes or (2) have a Stated Principal Balance less than
            $2,500,000.

                  (B) For any Mortgage Loan not so referenced in the immediately
            above clause (A), neither the Master Servicer nor the Special
            Servicer shall waive any right it has or grant any consent that it
            is otherwise entitled to withhold in connection with the related
            "due-on-sale" clause unless the Directing Certificateholder shall
            have consented, which consent shall be deemed given if the Master
            Servicer or the Special Servicer, as applicable, shall have provided
            the Directing Certificateholder written notice of the matter
            together with all of the information set forth in the immediately
            succeeding sentence within ten (10) Business Days and the Directing
            Certificateholder shall not have responded in writing via fax or
            email to such request. In connection with such request the Master
            Servicer or the Special Servicer, as applicable, shall provide to
            the Directing Certificateholder, written notice of the matter, a
            written explanation of the surrounding circumstances, such
            additional information as the Directing Certificateholder shall
            reasonably request and a request for approval by the Directing
            Certificateholder.

                  (C) In addition, if any Mortgage Loan that is referenced in
            the immediately above clause (A)(1) or clause (B)

                        (1)   has a then-outstanding principal balance of
                              $20,000,000 or more;

                        (2)   is a Mortgage Loan such that if considered
                              together with all other Mortgage Loans to the same
                              Mortgagor or to other Mortgagors that are, to the
                              Master Servicer's or Special Servicer's, as
                              applicable, actual knowledge, Affiliates of such
                              Mortgagor, the resulting Mortgage Loans would have
                              a then-outstanding principal balance of
                              $20,000,000 or more; or

                        (3)   is at the time one of the ten (10) largest loans
                              (by outstanding principal balance) in the Mortgage
                              Pool, then the Master Servicer or the Special
                              Servicer, as the case may be,

            shall have obtained written confirmation from each Rating Agency
            that such action shall not result in a qualification (if
            applicable), downgrade or withdrawal of the rating then assigned by
            such Rating Agency to any Class of Certificates; and provided,
            further, that, notwithstanding anything to the contrary contained
            herein, neither the Master Servicer nor the Special Servicer shall
            waive any right it has, or grant any consent it is otherwise
            entitled to withhold, under any related "due-on-sale" clause
            governing the transfer of any Mortgaged Property which secures, or
            controlling interests in any Mortgagor under, a Group of
            Cross-Collateralized Mortgage Loans unless all of the Mortgaged
            Properties securing, or a controlling interest in all the Mortgagors
            (if more than one) under, such Group of Cross-Collateralized
            Mortgage Loans are transferred simultaneously to the same
            transferee.

                  (D) In the event that the Master Servicer or Special Servicer
            intends or is required, in accordance with the preceding clauses,
            the Mortgage Loan documents or applicable law, to permit the
            transfer of any Mortgaged Property, the Master Servicer or the
            Special Servicer, as the case may be, may, if consistent with the
            Servicing Standard, enter into a substitution of liability
            agreement, pursuant to which the original Mortgagor and any original
            guarantors are released from liability, and the transferee and any
            new guarantors are substituted therefor and become liable under the
            Mortgage Note and any related guaranties and, in connection
            therewith, may require from the related Mortgagor a reasonable and
            customary fee for the additional services performed by it, together
            with reimbursement for any related costs and expenses incurred by
            it. In addition, the Master Servicer or the Special Servicer, as the
            case may be, if consistent with the Servicing Standard, may require
            as a condition of its approval that the related Mortgagor pay all
            costs associated with such transfer. The Master Servicer or the
            Special Servicer, as the case may be, shall promptly notify the
            Trustee in writing of any such agreement and forward the original
            thereof to the Trustee for inclusion in the related Mortgage File.

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

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

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

then, for so long as such Mortgage Loan is included in the Trust Fund, each of
the Master Servicer and the Special Servicer shall on behalf of the Trustee as
the mortgagee of record, as to those Mortgage Loans it is obligated to service
hereunder, exercise (or waive its right to exercise) any right it may have with
respect to such Mortgage Loan (x) to accelerate the payments thereon, or (y) to
withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard, but subject to
Section 3.20(a)(iii); provided that, notwithstanding anything to the contrary
contained herein, neither the Master Servicer nor the Special Servicer shall
waive any right it has, or grant any consent it is otherwise entitled to
withhold, under any related "due-on-encumbrance" clause unless it (1) shall have
provided, at least ten (10) Business Days prior to the granting of such waiver
or consent, to the Directing Certificateholder, written notice of the matter, a
written explanation of the surrounding circumstances and a request for approval
of a waiver of the due-on-encumbrance clause by the Directing Certificateholder,
and (2) upon request made within such ten (10) Business Day period, the Special
Servicer or the Master Servicer, as applicable, shall have discussed the matter
with the Directing Certificateholder provided, further, that, notwithstanding
anything to the contrary contained herein, neither the Master Servicer nor the
Special Servicer shall waive any right it has, or grant any consent it is
otherwise entitled to withhold, under any related "due-on-encumbrance" clause,
until it has received written confirmation from each Rating Agency that such
action would not result in the downgrade, qualification (if applicable) or
withdrawal of the rating then assigned by such Rating Agency to any Class of
Certificates. The Master Servicer or the Special Servicer, as applicable may
condition its consent or waiver upon the Mortgagor paying all related costs and
expenses. For the avoidance of doubt, the Master Servicer shall not be required
to prepare any assumption/transfer documentation package in connection with a
Specially Serviced Mortgage Loan but it shall be entitled to receive copies of
any such documentation relating to any Specially Serviced Mortgage Loan.

            (c) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.

            SECTION 3.09 Realization Upon Defaulted Mortgage Loans.

            (a) The Special Servicer, in accordance with the Servicing Standard
and subject to subsections (b) through (d) of this Section 3.09, shall use its
reasonable efforts to foreclose upon, repossess or otherwise comparably convert
the ownership of Mortgaged Properties securing such of the Specially Serviced
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments of
such Mortgage Loan, the sale of such Mortgage Loan in accordance with this
Agreement or the modification of such Mortgage Loan in accordance with this
Agreement. In connection with such foreclosure or other conversion of ownership,
the Special Servicer shall follow the Servicing Standard. In connection
therewith, any Servicing Advance required to be made by the Master Servicer
shall in all cases be subject to the determination of recoverability
contemplated by Section 3.11(g). The Special Servicer may direct the Master
Servicer to advance, as contemplated by Section 3.19(d), all costs and expenses
(including attorneys fees and litigation costs and expenses) to be incurred on
behalf of the Trust in any such proceedings, subject to the Master Servicer
being entitled to reimbursement for any such advance as a Servicing Advance as
provided in Section 3.05(a), and further subject to the Special Servicer's being
entitled to pay out of the related Liquidation Proceeds any Liquidation Expenses
incurred in respect of any Mortgage Loan, which Liquidation Expenses were
outstanding at the time such proceeds are received. In connection with the
foregoing, in the event of a default under any Mortgage Loan or Group of
Cross-Collateralized Mortgage Loans that are secured by real properties located
in multiple states, and such states include the State of California or another
state with a statute, rule or regulation comparable to the State of California's
"one action" rule, then the Special Servicer shall consult with Independent
counsel regarding the order and manner in which the Special Servicer should
foreclose upon or comparably proceed against such properties (the cost of such
consultation to be advanced by the Master Servicer as a Servicing Advance, at
the direction of the Special Servicer as contemplated by Section 3.19(d),
subject to the Master Servicer being entitled to reimbursement therefor as a
Servicing Advance as provided in Section 3.05(a)). When applicable state law
permits the Special Servicer to select between judicial and non-judicial
foreclosure in respect of any Mortgaged Property, the Special Servicer shall
make such selection in a manner consistent with the Servicing Standard. Nothing
contained in this Section 3.09 shall be construed so as to require the Special
Servicer, on behalf of the Trust, to make an offer on any Mortgaged Property at
a foreclosure sale or similar proceeding that is in excess of the fair market
value of such property, as determined by the Special Servicer in its reasonable
judgment and the results of any Appraisal obtained pursuant to the following
sentence or otherwise, all such offers to be made in a manner consistent with
the Servicing Standard. If and when the Special Servicer or the Master Servicer
deems it appropriate in accordance with the Servicing Standard for purposes of
establishing the fair market value of any Mortgaged Property securing a
defaulted Mortgage Loan, whether for purposes of making an offer at foreclosure
or otherwise, the Special Servicer or the Master Servicer, as the case may be,
is authorized to have an Appraisal completed with respect to such property (the
cost of which Appraisal shall be advanced by the Master Servicer as a Servicing
Advance, subject to its being entitled to reimbursement therefor as a Servicing
Advance as provided in Section 3.05(a), such Advance to be made at the direction
of the Special Servicer when the Appraisal is obtained by the Special Servicer).

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 (with the exception of cash or cash equivalents
pledged as collateral for a Mortgage Loan) unless either:

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

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
      (the reasonable cost of which may be withdrawn from the Certificate
      Account pursuant to Section 3.05(a)) to the effect that the holding of
      such personal property by the Trust will not cause any of REMIC I and
      REMIC II to fail to qualify as a REMIC at any time that any Certificate is
      outstanding or, subject to Section 3.17, cause the imposition of a tax on
      the Trust under the REMIC Provisions.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Special Servicer nor the Master Servicer shall, on behalf of the
Trustee, initiate foreclosure proceedings, obtain title to a Mortgaged Property
in lieu of foreclosure or otherwise, have a receiver of rents appointed with
respect to any Mortgaged Property, or take any other action with respect to any
Mortgaged Property, if, as a result of any such action, the Trustee, on behalf
of the Certificateholders, would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable environmental
law, unless (as evidenced by an Officer's Certificate to such effect delivered
to the Trustee) the Special Servicer has previously determined in accordance
with the Servicing Standard, based on a Phase I Environmental Assessment (and
any additional environmental testing that the Special Servicer deems necessary
and prudent) of such Mortgaged Property performed by an Independent Person who
regularly conducts Phase I Environmental Assessments and such additional
environmental testing, that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that taking such actions as
      are necessary to bring the Mortgaged Property in compliance therewith and
      proceeding against the Mortgaged Property is reasonably likely to produce
      a greater recovery to Certificateholders on a present value basis (the
      relevant discounting of anticipated collections that will be distributable
      to Certificateholders to be performed at the related Net Mortgage Rate
      (or, in the case of an ARD Loan after its Anticipated Repayment Date, at
      the related Net Mortgage Rate immediately prior to the Anticipated
      Repayment Date)), taking into consideration any associated liabilities,
      than not taking such actions and not proceeding against such Mortgaged
      Property; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and/or regulations or, if such circumstances
      or conditions are present for which any such action could be required,
      that taking such actions with respect to such Mortgaged Property and
      proceeding against the Mortgaged Property is reasonably likely to produce
      a greater recovery to Certificateholders on a present value basis (the
      relevant discounting of anticipated collections that will be distributable
      to Certificateholders to be performed at the related Net Mortgage Rate
      (or, in the case of an ARD Loan after its Anticipated Repayment Date, at
      the related Net Mortgage Rate immediately prior to the Anticipated
      Repayment Date)), taking into consideration any associated liabilities,
      than not taking such actions and not proceeding against such Mortgaged
      Property.

            The cost of such Phase I Environmental Assessment and any such
additional environmental testing, as well as the cost of any remedial,
corrective or other further action contemplated by clause (i) and/or clause (ii)
of the preceding paragraph, shall be paid out of the Certificate Account.

            No Phase I Environmental Assessment shall be older than twelve (12)
months; provided, however, that if the Phase I Environmental Assessment is
between twelve (12) and eighteen (18) months old, then the Special Servicer
shall furnish an updated data base search; provided further, that if the Phase I
Environmental Assessment is older than eighteen (18) months, then the Special
Servicer shall furnish an entirely new Phase I Environmental Assessment.

            (d) If the environmental testing contemplated by Section 3.09(c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a defaulted Mortgage Loan, the Special Servicer
shall take such action as is in accordance with the Servicing Standard (other
than proceeding against the Mortgaged Property, but including the sale of the
affected Mortgage Loan) and, at such time as it deems appropriate, may, on
behalf of the Trustee, release all or a portion of such Mortgaged Property from
the lien of the related Mortgage; provided that prior to the release of all or a
portion of the related Mortgaged Property from the lien of the related Mortgage,
(i) the Special Servicer shall have notified the Trustee in writing of its
intention to so release all or a portion of such Mortgaged Property, (ii) the
Trustee shall have notified the Certificateholders in writing of the Special
Servicer's intention to so release all or a portion of such Mortgaged Property
and (iii) the Holders of Certificates entitled to a majority of the Voting
Rights shall not have objected to such release within thirty (30) days of the
Trustee's distributing such notice.

            (e) The Special Servicer shall provide written reports to the
Trustee, the Master Servicer and the Rating Agencies, monthly regarding any
actions taken by the Special Servicer with respect to any Mortgaged Property
securing a Defaulted Mortgage Loan as to which the environmental testing
contemplated in subsection (c) above has revealed that either of the conditions
set forth in clauses (i) and (ii) of the first sentence thereof has not been
satisfied or that any remedial, corrective or other further action contemplated
by either such clause is required, in each case until the earliest to occur of
(i) satisfaction of both such conditions and completion of all such remedial,
corrective or other further action, (ii) repurchase of the related Mortgage Loan
by the related Mortgage Loan Seller and (iii) release of the lien of the related
Mortgage on such Mortgaged Property. The Trustee shall forward copies of all
such reports to the Certificateholders upon written request promptly following
its receipt thereof. In addition, the Master Servicer will deliver or cause to
be delivered to any of the Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O Class P an Class Q Certificateholders that shall request a copy
of any such written reports and any Phase I Environmental Assessments within
fifteen (15) days after receipt of such written reports and Phase I
Environmental Assessments from the Special Servicer.

            (f) The Special Servicer, with the reasonable cooperation of the
Master Servicer, shall report to the Internal Revenue Service and the related
Borrower, in the manner required by applicable law, the information required to
be reported regarding any Mortgaged Property which is abandoned or foreclosed
and the Special Servicer shall report, via Form 1099C, all forgiveness of
indebtedness. The Special Servicer shall deliver a copy of any such report to
the Trustee and the Master Servicer.

            (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the Mortgage Loan permit such an action.
The Master Servicer, at the direction of the Special Servicer, shall make a
Servicing Advance for the costs incurred in pursuing any such deficiency action,
provided that the Master Servicer shall not be obligated in connection therewith
to advance any funds, which if so advanced would constitute a Nonrecoverable
Advance.

            (h) The Special Servicer shall maintain accurate records, certified
by a Servicing Officer, of each Final Recovery Determination in respect of any
defaulted Mortgage Loan or REO Property and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate delivered
to the Trustee, the Master Servicer and the Rating Agencies no later than the
tenth Business Day following such Final Recovery Determination.

            SECTION 3.10 Trustee to Cooperate; Release of Mortgage Files.

            (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer or Special Servicer of a notification that payment in full
shall be escrowed in a manner customary for such purposes, the Master Servicer
or Special Servicer, as the case may be, shall immediately notify the Trustee
and request delivery of the related Mortgage File by delivering thereto a
Request for Release in the form of Exhibit D attached hereto signed by a
Servicing Officer of the Master Servicer or Special Servicer, as applicable. Any
such Request for Release shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section 3.04(a)
have been or will be so deposited. Upon receipt of such notice and request
conforming in all material respects to the provisions hereof, the Trustee shall
promptly release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer or Special Servicer, as applicable. No
expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Certificate Account.

            (b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof), then, upon
request of the Master Servicer or the Special Servicer and receipt therefrom of
a Request for Release in the form of Exhibit D attached hereto signed by a
Servicing Officer thereof, the Trustee shall release, or cause any related
Custodian to release, such Mortgage File (or portion thereof) to the Master
Servicer or the Special Servicer, as the case may be. Upon return of such
Mortgage File (or portion thereof) to the Trustee or the related Custodian, or
the delivery to the Trustee of a certificate of a Servicing Officer of the
Special Servicer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation which are
required to be deposited into the Certificate Account pursuant to Section
3.04(a) have been or will be so deposited, or that such Mortgage Loan has become
an REO Property, the Request for Release shall be released by the Trustee to the
Master Servicer or the Special Servicer, as applicable.

            (c) The Trustee, if requested, shall promptly (but in no event later
than four (4) Business Days following such request) execute and deliver to the
Special Servicer any court pleadings (or execute powers of attorney provided to
it by the Special Servicer authorizing the Special Servicer to execute and
deliver in the name of and on behalf of the Trustee) requests for trustee's sale
or other documents furnished by the Special Servicer and certified by it as
being necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity or for any other purpose necessary or
advisable in the reasonable, good faith judgment of the Special Servicer;
provided, however, that the Special Servicer shall be responsible for the
preparation of all such documents and pleadings; and when submitted to the
Trustee for signature, such documents or pleadings shall be accompanied by a
certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or
trustee's sale.

            SECTION 3.11 Servicing Compensation; Interest on Servicing Advances;
Payment of Certain Expenses; Obligations of the Trustee Regarding Back-up
Servicing Advances.

            (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Mortgage Loan (including, without limitation, each Specially Serviced
Mortgage Loan) and REO Loan. As to each such Mortgage Loan and REO Loan, the
Master Servicing Fee shall accrue at the applicable Master Servicing Fee Rate on
the Stated Principal Balance as of the Due Date in the immediately preceding
Collection Period and for the same number of days respecting which any related
interest payment due on such Mortgage Loan or deemed to be due on such REO Loan
is computed under the terms of the related Mortgage Note (as such terms may be
changed or modified at any time following the Closing Date) and applicable law,
and without giving effect to any Excess Interest that may accrue on any ARD Loan
after its Anticipated Repayment Date. The Master Servicing Fee with respect to
any Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event
occurs in respect thereof. Earned but unpaid Master Servicing Fees shall be
payable monthly, on a loan-by-loan basis, from payments of interest on each
Mortgage Loan and REO Revenues allocable as interest on each REO Loan. The
Master Servicer shall be entitled to recover unpaid Master Servicing Fees in
respect of any Mortgage Loan or REO Loan out of Insurance Proceeds or
Liquidation Proceeds, to the extent permitted by Section 3.05(a). The right to
receive the Master Servicing Fee may not be transferred in whole or in part
except in accordance with the following paragraph, except in connection with the
transfer of all of the Master Servicer's responsibilities and obligations under
this Agreement or except as provided in Section 3.22(d). The Master Servicer
shall, monthly out of its Master Servicing Fee, pay to any Sub-Servicer retained
by the Master Servicer such Sub-Servicer's sub-servicing fee (including, without
limitation, any Primary Servicing Fee, if applicable), to the extent such
Sub-Servicer is entitled thereto under the applicable Sub-Servicing Agreement.

            PAR may, at its option and at its expense, sell or pledge the rights
to the "Transferable Portion" (as hereinafter defined) of its Master Servicing
Fee; provided that in the event of any resignation or termination of PAR (or any
successor thereto) as Master Servicer, the rights of PAR or any transferee of
such Transferable Portion shall terminate (except for the right to receive the
Excess Portion (as defined below), if any, on any Distribution Date as set forth
in the penultimate sentence of this paragraph). In the event of the appointment
of a successor Master Servicer, the Trustee shall cooperate with PAR to attempt
to appoint a successor (which may be the Trustee) which, subject to the
Directing Certificateholder's approval, which approval will not be unreasonably
withheld or delayed, and the Trustee's satisfaction as to quality of servicing
and the best interests of Certificateholders and the requirements of Article VII
of this Agreement, will perform the services of the Master Servicer for payment
of an amount (the "Successor Servicer Retained Fee") less than the full Master
Servicing Fee expressed as a fixed number of basis points such that the
Transferable Portion is reduced only to the extent reasonably necessary (in the
sole discretion of the Trustee) to provide market rate compensation (except that
the Transferable Portion shall be reduced to zero during any period for which
the Trustee serves as successor servicer hereunder by reason of a default by the
Master Servicer). If, and only if, the successor Master Servicer shall have so
agreed to perform such services for less than the full Master Servicing Fee,
then while such successor Master Servicer will be entitled to receive the full
Master Servicing Fee, it shall pay the excess of the Transferable Portion (which
would otherwise be payable) over the Successor Servicer Retained Fee on each
Distribution Date (any such excess, the "Excess Portion") to PAR or any
transferee of the Transferable Portion, as applicable, at such time and to the
extent the Master Servicer is entitled to receive payment of the Master
Servicing Fees under this Agreement, notwithstanding any termination of PAR
under this Agreement. If the successor Master Servicer shall not have agreed to
perform such services for such lesser amount, the rights of PAR or any
transferee to the Transferable Portion shall terminate. The "Transferable
Portion" of the Master Servicing Fee is the amount by which the Master Servicing
Fee exceeds the sum of (i) the Primary Servicing Fee, and (ii) the amount of the
related Master Servicing Fee calculated using a rate of 0.02% per annum.

            (b) The Master Servicer shall be entitled to receive as additional
servicing compensation:

            (i) Net Default Charges, assumption fees, application fees,
      modification fees, charges for beneficiary statements or demands and any
      similar fees (excluding Prepayment Premiums), in each case to the extent
      actually collected during the related Collection Period with respect to a
      Mortgage Loan that is not a Specially Serviced Mortgage Loan;

            (ii) amounts collected for checks returned for insufficient funds,
      to the extent actually paid by a Mortgagor with respect to any Mortgage
      Loan;

            (iii) any Prepayment Interest Excesses collected on the Mortgage
      Loans (subject, however, to Section 3.19(e) of this Agreement);

            (iv) interest or other income earned on deposits in the Certificate
      Account, in accordance with Section 3.06(b), subject to Section
      3.19(e)(but only to the extent of the Net Investment Earnings, if any,
      with respect to the Certificate Account for each Collection Period); and

            (v) to the extent not required to be paid to any Mortgagor under
      applicable law or under the related Mortgage, any interest or other income
      earned on deposits in the Servicing Accounts maintained by the Master
      Servicer;

provided that with respect to the items of additional servicing compensation set
forth in clauses (i), (ii) and (v) above, the Master Servicer shall, in turn,
pay the amounts described therein to the related Sub-Servicer to the extent such
Sub-Servicer is entitled thereto under the applicable Sub-Servicing Agreement.


            The Master Servicer shall be required to pay out of its own funds
all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts due and owing
to any Sub-Servicer retained by it and the premiums for any master or blanket
policy insuring against hazard losses pursuant to Section 3.07(b)), if and to
the extent such expenses are not payable directly out of the Certificate
Account, or Servicing Accounts or Reserve Accounts, as applicable, and the
Master Servicer shall not be entitled to reimbursement therefor except as
expressly provided in this Agreement.

            (c) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and each REO Loan. As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate on the Stated Principal Balance
as of the Due Date in the immediately preceding Collection Period and for the
same number of days respecting which any related interest payment due on such
Mortgage Loan or deemed to be due on such REO Loan is computed under the terms
of the related Mortgage Note (as such terms may be modified at any time
following the Closing Date) and applicable law, and without giving effect to any
Excess Interest that may accrue on any ARD Loan after its Anticipated Repayment
Date. The Special Servicing Fee with respect to any Specially Serviced Mortgage
Loan or REO Loan shall cease to accrue as of the date a Liquidation Event occurs
in respect thereof or it becomes a Corrected Mortgage Loan. Earned but unpaid
Special Servicing Fees shall be payable monthly out of general collections on
the Mortgage Loans and any REO Properties on deposit in the Certificate Account
pursuant to Section 3.05(a).

            As further compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan, unless the basis on which such Mortgage Loan became a
Corrected Mortgage Loan was the remediation of a circumstance or condition
relating to the related Mortgage Loan Seller's obligation to repurchase such
Mortgage Loan pursuant to the Bank of America/BACM Mortgage Loan Purchase and
Sale Agreement, the BCRF/BACM Mortgage Loan Purchase and Sale Agreement or the
PMCF/BACM Mortgage Loan Purchase and Sale Agreement, as applicable, in which
case, if such Mortgage Loan is repurchased within the Initial Resolution Period
(or, if applicable the Resolution Extension Period is permitted under Section
2.03) no Workout Fee will be payable from or based upon the receipt of, any
Purchase Price paid by the related Mortgage Loan Seller in satisfaction of such
repurchase obligation. Furthermore, no Workout Fees will be payable from or
based upon the receipt of any Liquidation Proceeds paid by any Majority
Certificateholder of the Controlling Class, or the Master Servicer in connection
with the purchase of all the Mortgage Loans and any REO Properties in the Trust
Fund pursuant to Section 9.01 hereof. As to each Corrected Mortgage Loan,
subject to the exceptions provided for in the two preceding sentences, the
Workout Fee shall be payable from, and shall be calculated by application of the
Workout Fee Rate to, each collection of interest (other than Default Interest
and, in the case of an ARD Loan after its Anticipated Repayment Date, Excess
Interest) and principal received on such Mortgage Loan for so long as it remains
a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected
Mortgage Loan will cease to be payable if a Servicing Transfer Event occurs with
respect thereto or if the related Mortgaged Property becomes an REO Property;
provided that a new Workout Fee will become payable if and when such Mortgage
Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is
terminated or resigns, it shall retain the right to receive any and all Workout
Fees payable in respect of (i) Mortgage Loans that became Corrected Mortgage
Loans prior to the time of termination or resignation, and (ii) (unless the
Special Servicer was terminated for cause in such case only (i) shall apply)
Specially Serviced Mortgage Loans for which the Special Servicer has resolved
the circumstances and/or conditions causing any such Mortgage Loan to be a
Specially Serviced Mortgage Loan such that the related Mortgagor has made at
least one timely Monthly Payment as of the date of such termination or
resignation and such Mortgage Loan otherwise meets the requirements of a
Corrected Mortgage Loan, with the Workout Fee with respect to such Mortgage Loan
payable only after such requirements have been met; provided, however, that in
either case no other event has occurred as of the time of such Special
Servicer's termination or resignation that would otherwise cause such Mortgage
Loan to again become a Specially Serviced Mortgage Loan. The successor special
servicer will not be entitled to any portion of such Workout Fees.

            As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive a Liquidation Fee with respect to
each Specially Serviced Mortgage Loan or REO Property as to which it receives
any partial or unscheduled payment, or full or discounted payoff from the
related Mortgagor or any Liquidation Proceeds (other than in connection with the
purchase of any such Specially Serviced Mortgage Loan or REO Property by the
Special Servicer pursuant to Section 3.18, by the Master Servicer, the Special
Servicer or the Majority Certificateholder of the Controlling Class pursuant to
Section 3.18 or Section 9.01, or by the related Mortgage Loan Seller pursuant to
the Bank of America/BACM Mortgage Loan Purchase and Sale Agreement, the
BCRF/BACM Mortgage Loan Purchase and Sale Agreement or the PMCF/BACM Mortgage
Loan Purchase and Sale Agreement, as applicable within the Initial Resolution
Period (or, if applicable, the Resolution Extension Period related to the
Material Breach or Material Document Defect that gave rise to the repurchase
obligation, and other than in connection with the condemnation or other
governmental taking of a Mortgaged Property or REO Property or Insurance
Proceeds). As to each such Specially Serviced Mortgage Loan or REO Property, the
Liquidation Fee shall be payable from, and shall be calculated by application of
the Liquidation Fee Rate to, such full or discounted payoff and/or Liquidation
Proceeds, (excluding any portion of such payoff and/or proceeds that represents
accrued but unpaid Excess Interest with respect to an ARD Loan after its
Anticipated Repayment Date or accrued but unpaid Default Interest); provided
that no Liquidation Fee will be payable with respect to any such Specially
Serviced Mortgage Loan that becomes a Corrected Mortgage Loan; and provided,
further, that (without limiting the Special Servicer's right to any Workout Fee
that is properly payable therefrom), no Liquidation Fee will be payable from, or
based upon the receipt of, Liquidation Proceeds collected as a result of any
purchase of a Specially Serviced Mortgage Loan or REO Property described in the
parenthetical to the first sentence of this paragraph or in connection with a
condemnation or other governmental taking of a Mortgaged Property or REO
Property or Insurance Proceeds.

            Notwithstanding anything to the contrary herein, a Liquidation Fee
and a Workout Fee relating to the same Mortgage Loan shall not be paid from the
same proceeds on or with respect to such Mortgage Loan.

            The Special Servicer's right to receive the Special Servicing Fee,
the Workout Fee and/or the Liquidation Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.

            (d) The Special Servicer shall be entitled to receive as additional
special servicing compensation:

            (i)(A) to the extent collected by the Special Servicer when any
      Mortgage Loan is a Specially Serviced Mortgage Loan or to the extent
      allocable to an REO Loan, any Net Default Charges actually collected on
      such Mortgage Loan or REO Loan as the case may be; provided, however, that
      only those Net Default Charges collected on or after the Mortgage Loan
      becomes a Specially Serviced Mortgage Loan shall be payable hereunder, and
      (B) assumption fees, application fees, modification fees, extension fees,
      consent fees, and waiver fees charges for beneficiary statements or
      demands and any similar fees (excluding Prepayment Premiums) actually
      collected on or with respect to Specially Serviced Mortgage Loans or REO
      Loans; and

            (ii) interest or other income earned on deposits in the REO Account,
      if established, in accordance with Section 3.06(b) (but only to the extent
      of the Net Investment Earnings, if any, with respect to the REO Account
      for each Collection Period).

            To the extent the amounts described in clause (i)(B) of the
preceding paragraph are collected by the Master Servicer, the Master Servicer
shall promptly pay such amounts to the Special Servicer and shall not be
required to deposit such amounts in the Certificate Account pursuant to Section
3.04(a). Additional servicing compensation to which the Master Servicer (or, if
so provided by the applicable Sub-Servicing Agreement, any Sub-Servicer retained
thereby) is entitled pursuant to Section 3.11(b) in the form of assumption fees,
modification fees, charges for beneficiary statements or demands and any similar
fees (excluding Prepayment Premiums) collected by the Special Servicer on
Mortgage Loans that are not Specially Serviced Mortgage Loans or REO Loans, or
in the form of amounts collected for checks returned for insufficient funds with
respect to any Mortgage Loans (including, without limitation, Specially Serviced
Mortgage Loans), shall be paid promptly to the Master Servicer by the Special
Servicer.

            The Special Servicer shall be required to pay out of its own funds
all overhead, general and administrative expenses incurred by it in connection
with its servicing activities hereunder (including, without limitation, payment
of any amounts due and owing to any Sub-Servicers retained by it and the
premiums for any blanket policy obtained by it insuring against hazard losses
pursuant to Section 3.07(b)), if and to the extent such expenses are not payable
directly out of the Certificate Account or the REO Account and the Master
Servicer is not required to advance such expenses at the direction of the
Special Servicer, and the Special Servicer shall not be entitled to
reimbursement except as expressly provided in this Agreement.

            (e) If the Master Servicer is required under this Agreement to make
a Servicing Advance, but does not do so within fifteen (15) days after such
Servicing Advance is required to be made, the Trustee shall, if it has actual
knowledge of such failure on the part of the Master Servicer, give notice of
such failure to the Master Servicer. If such Servicing Advance is not made by
the Master Servicer within five (5) Business Days after such notice, then
(subject to Section 3.11(g) below) the Trustee shall make such Servicing
Advance. To the extent the Trustee fails to make such Servicing Advance, the
Fiscal Agent will make such Advance. The making of such Advance by the Fiscal
Agent will cure the Trustee's failure to make such Servicing Advance. Any
failure by the Master Servicer to make a Servicing Advance it is required to
make hereunder shall constitute an Event of Default by the Master Servicer,
subject to and as provided in Section 7.01(a).

            (f) As and to the extent permitted by Section 3.05(a), the Master
Servicer and the Trustee shall each be entitled to receive interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of each
Servicing Advance made thereby (out of its own funds) for so long as such
Servicing Advance is outstanding, and such interest will be paid: first, out of
any Default Charges collected on or in respect of the Mortgage Pool in
accordance with Section 3.05 and 3.27; and second, at any time coinciding with
or following the reimbursement of such Servicing Advance, but only if and to the
extent that such Default Charges are insufficient to cover such Advance Interest
out of general collections on the Mortgage Loans and any REO Properties on
deposit in the Certificate Account. As and to the extent provided in Sections
3.03(a) and 3.05(a), the Master Servicer shall reimburse itself, the Trustee or
the Fiscal Agent, as appropriate, for any Servicing Advance made thereby as soon
as practicable after funds available for such purpose are deposited in the
Certificate Account or a Servicing Account.

            (g) Notwithstanding anything to the contrary set forth herein, none
of the Special Servicer or the Master Servicer (at the direction of the Special
Servicer in the case of Specially Serviced Mortgage Loans), the Trustee and the
Fiscal Agent shall be required to make any Servicing Advance (including, without
limitation, an Emergency Advance) that it determines in its reasonable, good
faith judgment would constitute a Nonrecoverable Servicing Advance. In addition,
Nonrecoverable Servicing Advances shall be reimbursable pursuant to Section
3.05(a)(vii) out of general collections on the Mortgage Pool on deposit in the
Certificate Account. The determination by the Master Servicer, the Trustee or,
if applicable the Fiscal Agent, that it has made a Nonrecoverable Servicing
Advance or that any proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing Advance, shall be evidenced by an Officer's Certificate
delivered promptly to the Trustee (or, if applicable, retained thereby), the
Depositor, the Special Servicer, the Directing Certificateholder and the Rating
Agencies, setting forth the basis for such determination, together with (if such
determination is prior to the liquidation of the related Mortgage Loan or REO
Property) a copy of an Appraisal of the related Mortgaged Property or REO
Property, as the case may be, which shall have been performed within the twelve
(12) months preceding such determination, and further accompanied by any other
information, including, without limitation, engineers' reports, environmental
surveys, inspection reports, rent rolls, income and expense statements or
similar reports, that the Master Servicer or the Special Servicer may have
obtained and that supports such determination. If such an Appraisal shall not
have been required and performed pursuant to the terms of this Agreement, the
Master Servicer (or the Special Servicer or the Master Servicer at the direction
of the Special Servicer in the case of Specially Serviced Mortgage Loans) may,
subject to its reasonable and good faith determination that such Appraisal will
demonstrate the nonrecoverability of a Servicing Advance, obtain an Appraisal
for such purpose at the expense of the Trust. The Trustee and the Fiscal Agent
shall be entitled to rely on any determination of nonrecoverability that may
have been made by the Master Servicer (at the direction of the Special Servicer
in the case of Specially Serviced Mortgage Loans) with respect to a particular
Servicing Advance, and the Master Servicer shall be entitled to rely on any
determination of nonrecoverability that may have been made by the Special
Servicer with respect to a particular Servicing Advance.

            (h) Notwithstanding anything to the contrary set forth herein, the
Master Servicer shall (or the Special Servicer or the Master Servicer at the
direction of the Special Servicer if a Specially Serviced Mortgage Loan or an
REO Property is involved) pay directly out of the Certificate Account any
servicing expense that, if paid by the Master Servicer or the Special Servicer,
would constitute a Nonrecoverable Servicing Advance; provided that the Master
Servicer (or the Special Servicer, if a Specially Serviced Mortgage Loan or an
REO Property is involved) has determined in accordance with the Servicing
Standard that making such payment is in the best interests of the
Certificateholders (as a collective whole), as evidenced by an Officer's
Certificate delivered promptly to the Trustee, the Depositor and the Rating
Agencies, setting forth the basis for such determination and accompanied by any
information that the Master Servicer or the Special Servicer may have obtained
that supports such determination.

            SECTION 3.12 Inspections; Collection of Financial Statements.

            (a) Commencing in 2002, the Master Servicer (at its own expense) or,
in the case of any inspection required to be performed sixty (60) days after
delinquency, the Special Servicer, (who shall be reimbursed in connection with
such inspection as set forth in the immediately succeeding sentence), inspect or
cause the inspection of each Mortgaged Property at least once every two (2)
years (or, if the related Mortgage Loan has a then current balance greater than
$2,000,000, at least once every year) and sixty (60) days after delinquency,
provided that at least 50% of the Mortgaged Properties (by both number and
aggregate Stated Principal Balances of the related Mortgage Loans) will be
inspected each year by the Master Servicer (or an entity employed by the Master
Servicer for such purpose) or, in accordance with the third succeeding sentence,
by the Special Servicer. The costs of each such inspection by the Special
Servicer shall be reimbursable first from Default Charges and to the extent such
Default Charges are insufficient out of general collections. To the extent such
costs are to reimbursed from general collections, such costs shall constitute an
Additional Trust Fund Expense. The Master Servicer shall be responsible for such
inspections only in respect of (i) Mortgage Loans that are not Specially
Serviced Mortgage Loans and (ii) Corrected Mortgage Loans. The Special Servicer,
subject to statutory limitations or limitations set forth in the related
Mortgage Loan documents, shall perform or cause to be performed a physical
inspection of a Mortgaged Property as soon as practicable after the servicing of
the related Mortgage Loan is transferred thereto pursuant to Section 3.21(a) and
annually thereafter so long as it is a Specially Serviced Mortgage Loan. The
Master Servicer and the Special Servicer shall each prepare or cause to be
prepared as soon as reasonably possible a written report of each such inspection
performed or caused to be performed thereby detailing the condition of the
Mortgaged Property and specifying the existence of (i) any vacancy in the
Mortgaged Property that is, in the reasonable judgment of the Master Servicer or
Special Servicer (or their respective designees), as the case may be, material
and is evident from such inspection, (ii) any abandonment of the Mortgaged
Property, (iii) any change in the condition or value of the Mortgaged Property
that is, in the reasonable judgment of the Master Servicer or Special Servicer
(or their respective designees), as the case may be, material and is evident
from such inspection, or (iv) any waste on or deferred maintenance in respect of
the Mortgaged Property that is evident from such inspection or (v) any capital
improvements made that are evident from such inspection. The Master Servicer and
Special Servicer each shall (i) within thirty (30) days of the preparation
thereof, deliver to the Directing Certificateholder, the Rating Agencies, each
other and the Trustee, which shall then, as required by Section 8.12(b), upon
written request of a Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P and Class Q Certificateholder, deliver to such Holder a copy
of and (ii) upon request by any such Person, promptly discuss therewith the
contents of each such written report prepared or caused to be prepared by or on
behalf of it. Furthermore, the Master Servicer shall obtain (and shall deliver
to the requesting party and the Trustee) such additional information with
respect to the matters addressed in such written report as the Special Servicer,
and/or the Directing Certificateholder, may reasonably request and shall
cooperate with and reasonably assist the Special Servicer in making direct
inquiries with any Mortgagor to the extent any such direct inquiry by the
Special Servicer would not violate the terms of any applicable Sub-Servicing
Agreement; provided that if the Special Servicer or any such Certificateholder
shall desire such an inquiry to be made of a Mortgagor, and if the subject
Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master
Servicer shall in each instance (regardless of whether such Mortgage Loan was
originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer,
first request that such Sub-Servicer make such inquiry (and the Master Servicer
or the Special Servicer may contact such Mortgagor directly in such instance if
such request has been so made to such Sub-Servicer and the requested information
has not thereafter been obtained by such Sub-Servicer within a reasonable time).
The Trustee shall make available to Certificateholders, Certificate Owners and
prospective Certificateholders and Certificate Owners (which prospective
Certificateholders and Certificate Owners have been certified to it as such by a
Certificateholder or a Certificate Owner), in accordance with Section 8.12(b),
copies of all the written reports delivered to it pursuant to this Section
3.12(a) and, if and to the extent delivered to it in a written or electronic
format, the related additional information referred to in the preceding
sentence. In the absence of actual knowledge that the Master Servicer or the
Special Servicer is in default under this Section 3.12(a), the Trustee shall
have no obligation to confirm that inspections of the Mortgaged Properties are
being performed in accordance with this Section 3.12(a).

            (b) The Special Servicer, in the case of the Specially Serviced
Mortgage Loans and REO Properties, and the Master Servicer, in the case of all
other Mortgage Loans, shall make reasonable efforts to collect or otherwise
obtain promptly (from the related Mortgagor in the case of a Mortgage Loan)
annual, quarterly or other periodic operating statements and rent rolls of the
related Mortgaged Property or REO Property (and financial statements of the
related Mortgagor in the case of a Mortgage Loan), whether or not delivery of
such items is required pursuant to the terms of the related Mortgage. The
Special Servicer, in the case of the Specially Serviced Mortgage Loans and REO
Properties, and the Master Servicer, in the case of all other Mortgage Loans,
shall promptly: (i) review all such items as may be collected; and (ii) subject
to Section 4.02(b), deliver copies of the collected items supporting the reports
prepared under Section 4.02(b), and deliver such written reports as provided in
Section 4.02(b) to the Directing Certificateholder, and upon request, the Rating
Agencies, each other and the Trustee, as applicable (it being understood and
agreed that with respect to Mortgage Loans (including, without limitation,
Specially Serviced Mortgage Loans) that are primary serviced by a Sub-Servicer,
such collected items shall be deemed to have been received by the Master
Servicer or the Special Servicer, as the case may be, at the same time they are
received by the applicable Sub-Servicer retained by such Person). The Trustee
shall make available to Certificateholders, Certificate Owners and prospective
Certificateholders and Certificate Owners (which prospective Certificateholders
and Certificate Owners have been certified to it as such by a Certificateholder
or a Certificate Owner), in accordance with Section 8.12(b), copies of all the
written reports delivered to it pursuant to this Section 3.12(b) and, if and to
the extent delivered to it in written or electronic format, the related
additional information referred to in the preceding sentence. In the absence of
actual knowledge that the Master Servicer or the Special Servicer is in default
under this Section 3.12(b), the Trustee shall have no obligation to confirm that
the Master Servicer or the Special Servicer has or is attempting to collect any
of the items described above in this Section 3.12(b).

            SECTION 3.13 Annual Statement as to Compliance.

            Each of the Master Servicer and the Special Servicer (with a copy to
the Master Servicer in the case of Special Servicer's annual compliance
statement) will deliver to the Rating Agencies, the Depositor and the Trustee,
which shall, as required by Section 8.12(b), upon written request of a Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P or Class
Q Certificateholder, deliver a copy to such Holder, with a copy to the
Depositor, on or before April 30 of each year, beginning April 30, 2002, an
Officer's Certificate stating that (i) a review of the activities of the Master
Servicer or the Special Servicer, as the case may be, during the preceding
calendar year, and of its performance under this Agreement during such calendar
year, has been made under the signing officer's supervision, (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer or the
Special Servicer, as the case may be, has in all material respects fulfilled all
of its obligations under this Agreement throughout such calendar year, or, if
there has been a material default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof, and (iii) the Master Servicer or the Special Servicer, as the case may
be, has received no notice regarding the qualification or status as a REMIC of,
or otherwise asserting a tax (other than ad valorem real property taxes or other
similar taxes on REO Property) on the income or assets of, any portion of the
Trust Fund from the Internal Revenue Service or from any other governmental
agency or body or, if it has received any such notice, specifying the details
thereof. The signing officer shall have no personal liability with respect to
the content of any such statement, and the Master Servicer or the Special
Servicer, as the case may be, shall be deemed to have made such statement and
shall assume any liability resulting therefrom. If the Depositor notifies the
Trustee, the Master Servicer and the Special Servicer on or before March 1 of
any year that such Officer's Certificate is required to be filed with the
Commission as part of the Form 10-K for the Trust covering the prior calendar
year, each of the Master Servicer and the Special Servicer shall deliver such
Officer's Certificate in respect of it by March 15 of such year.

            The Master Servicer and the Special Servicer, to the extent
applicable, will reasonably cooperate with the Depositor in conforming any
Officer's Certificate delivered pursuant to this Section 3.13 to requirements
imposed by the Commission on the Depositor in connection with the Commission's
issuance of a no-action letter relating to the Depositor's reporting
requirements in respect of the Trust pursuant to the Exchange Act.

            SECTION 3.14 Reports by Independent Public Accountants.

            On or before April 30 of each year, beginning April 30, 2002 (or, as
to any such year, such earlier date as is contemplated by the last sentence of
this paragraph), each of the Master Servicer and the Special Servicer, at its
expense, shall cause a firm of independent public accountants that is a member
of the American Institute of Certified Public Accountants to furnish a statement
to the Depositor, the Rating Agencies and the Trustee, which shall promptly
deliver a copy to the Directing Certificateholder and, as required by Section
8.12(b), upon request of a Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P and Class Q Certificateholder, to such Holder, to the
effect that such firm (i) has obtained a letter of representation regarding
certain matters from the management of the Master Servicer and the Special
Servicer, as the case may be, which includes an assertion that the Master
Servicer and the Special Servicer, as the case may be, has complied with certain
minimum mortgage loan servicing standards (to the extent applicable to
commercial and multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all materials respects, subject to such
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
commercial and multifamily mortgage loans by Sub-Servicers, upon comparable
reports of firms of independent certified public accountants rendered on the
basis of examinations conducted in accordance with the same standards (rendered
within one (1) year of such report) with respect to those Sub-Servicers. If the
Depositor notifies the Trustee, the Master Servicer and the Special Servicer on
or before March 1 of any year that such statements are required to be filed with
the Commission as part of the Form 10-K for the Trust covering the prior
calendar year, each of the Master Servicer and the Special Servicer shall
deliver such statement in respect of it by March 15 of such year.

            The Master Servicer and the Special Servicer, to the extent
applicable, will reasonably cooperate with the Depositor in conforming any
reports delivered pursuant to this Section 3.14 to requirements imposed by the
Commission on the Depositor in connection with the Commission's issuance of a
no-action letter relating to the Depositor's reporting requirements in respect
of the Trust pursuant to the Exchange Act.

            SECTION 3.15 Access to Certain Information.

            Each of the Master Servicer and the Special Servicer shall afford to
the Trustee, any Fiscal Agent, the Depositor, each Rating Agency, the Directing
Certificateholder and to the OTS, the FDIC and any other banking or insurance
regulatory authority that may exercise authority over any Certificateholder or
Certificate Owner, access to any records regarding the Mortgage Loans and the
servicing thereof within its control, except to the extent it is prohibited from
doing so by applicable law, the terms of the Mortgage Loan documents or contract
entered into prior to the Closing Date or to the extent such information is
subject to a privilege under applicable law to be asserted on behalf of the
Certificateholders. Such access shall be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices
of the Master Servicer or the Special Servicer, as the case may be, designated
by it; provided, however, that Certificateholders and Certificate Owners shall
be required to pay their own photocopying costs. The Master Servicer and the
Special Servicer shall each be entitled to affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without
suggesting liability on the part of any other party hereto). In connection with
providing access to such records to the Directing Certificateholder, the Master
Servicer and the Special Servicer may each require registration (to the extent
access is provided via the Master Servicer's Internet Website) and the
acceptance of a reasonable disclaimer and otherwise adopt reasonable rules and
procedures, which may include, to the extent the Master Servicer or the Special
Servicer, as applicable, deems necessary or reasonably appropriate, conditioning
access on the execution and delivery of an agreement reasonably governing the
availability, use and disclosure of such information. The failure of the Master
Servicer or the Special Servicer to provide access as provided in this Section
3.15 as a result of a confidentiality obligation shall not constitute a breach
of this Section 3.15. The Master Servicer and the Special Servicer may each deny
any of the foregoing persons access to confidential information or any
intellectual property which the Master Servicer or the Special Servicer is
restricted by license or contract from disclosing. Neither the Master Servicer
nor the Special Servicer shall be liable for providing or disseminating
information in accordance with the terms of this Agreement.

            SECTION 3.16 Title to REO Property; REO Account.

            (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee, its nominee, or to a single
member limited liability company of which the Trust is the sole member, which
limited liability company is formed or caused to be formed by the Special
Servicer at the expense of the Trust for the purpose of taking title to one or
more REO Properties pursuant to this Agreement. The limited liability company
shall be (i) disregarded as an entity separate from the Trust pursuant to
Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited
liability company, with the Special Servicer to serve as the initial manager to
manage the property of the limited liability company, including any applicable
REO Property, in accordance with the terms of this Agreement as if such property
was held directly in the name of the Trust or Trustee under this Agreement. The
Special Servicer shall use its reasonable best efforts to sell any REO Property
in accordance with the Servicing Standard, but prior to the end of the third
calendar year following the end of the year of its acquisition unless (i) the
Trustee, has been granted an extension of time (an "REO Extension") (which
extension shall be applied for at least sixty (60) days prior to the expiration
of the period specified above) by the Internal Revenue Service to sell such REO
Property in which case the Special Servicer shall continue to attempt to sell
the REO Property for its fair market value for such period longer than the
period specified above as such REO Extension permits or (ii) the Special
Servicer seeks and subsequently receives, at the expense of the Trust, an
Opinion of Counsel, addressed to the Trustee and the Special Servicer, to the
effect that the holding by the Trust of such REO Property subsequent to the
period specified above after its acquisition will not result in the imposition
of taxes on "prohibited transactions" of a REMIC, as defined in Section
860F(a)(2) of the Code, or cause either of REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificates are outstanding. If the
Trustee has not received an REO Extension or such Opinion of Counsel and the
Special Servicer is not able to sell such REO Property within the period
specified above, or if an REO Extension has been granted and the Special
Servicer is unable to sell such REO Property within the extended time period,
the Special Servicer shall before the end of such period or extended period, as
the case may be, auction the REO Property to the highest bidder (which may be
the Special Servicer) in accordance with the Servicing Standard; provided,
however, that no Interested Person shall be permitted to purchase the REO
Property at a price less than the Purchase Price except as provided in Section
3.18; and provided, further that if the Special Servicer intends to bid on any
REO Property, (i) the Special Servicer shall notify the Trustee of such intent,
(ii) the Trustee or its agent shall promptly obtain, at the expense of the Trust
an Appraisal of such REO Property and (iii) the Special Servicer shall not bid
less than the greater of (a) the fair market value set forth in such Appraisal
or (b) the Purchase Price.

            (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more accounts
(collectively, the "REO Account"), to be held on behalf of the Trustee in trust
for the benefit of the Certificateholders, for the retention of revenues and
other proceeds derived from each REO Property. The REO Account shall be an
Eligible Account and may consist of one account for all the REO Properties. The
Special Servicer shall deposit, or cause to be deposited, in the REO Account,
within two (2) Business Days of receipt, all REO Revenues, Liquidation Proceeds
(net of all Liquidation Expenses paid therefrom) and Insurance Proceeds received
in respect of an REO Property. The Special Servicer is authorized to pay out of
related Liquidation Proceeds any Liquidation Expenses incurred in respect of an
REO Property and outstanding at the time such proceeds are received. Funds in
the REO Account may be invested only in Permitted Investments in accordance with
Section 3.06. The Special Servicer shall be entitled to make withdrawals from
the REO Account to pay itself, as additional servicing compensation in
accordance with Section 3.11(d), interest and investment income earned in
respect of amounts held in the REO Account as provided in Section 3.06(b) (but
only to the extent of the Net Investment Earnings with respect to the REO
Account for any Collection Period). The Special Servicer shall give notice to
the other parties hereto of the location of the REO Account when first
established and of the new location of the REO Account prior to any change
thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, maintenance and disposition of
any REO Property, but only to the extent of amounts on deposit in the REO
Account relating to such REO Property. Within two (2) Business Days following
the end of each calendar month, the Special Servicer shall withdraw from the REO
Account and deposit into the Certificate Account or deliver to the Master
Servicer (which shall deposit such amounts into the Certificate Account) the
aggregate of all amounts received in respect of each REO Property during such
Collection Period, net of any withdrawals made out of such amounts pursuant to
the preceding sentence; provided that the Special Servicer may retain in the REO
Account such portion of proceeds and collections as may be necessary to maintain
a reserve of sufficient funds for the proper operation, management, maintenance
and disposition of the related REO Property (including without limitation the
creation of a reasonable reserve for repairs, replacements and necessary capital
improvements and other related expenses), such reserve not to exceed an amount
sufficient to cover such items to be incurred during the following twelve (12)
month period.

            (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).

            SECTION 3.17 Management of REO Property.

            (a) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect, operate and lease such REO Property for the
benefit of the Certificateholders solely for the purpose of its timely
disposition and sale in a manner that does not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or result in the receipt by the Trust Fund of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code.
Subject to the foregoing, however, the Special Servicer shall have full power
and authority to do any and all things in connection therewith as are in the
best interests of and for the benefit of the Certificateholders (as determined
by the Special Servicer in its good faith and reasonable judgment). Subject to
this Section 3.17, the Special Servicer may earn "net income from foreclosure
property" within the meaning of Code Section 860G(c) if it determines that
earning such income is in the best interests of Certificateholders on a net
after-tax basis as compared with net leasing such REO Property or operating such
REO Property on a different basis. In connection therewith, the Special Servicer
shall deposit or cause to be deposited on a daily basis (and in no event later
than the second Business Day following receipt of such funds) in the applicable
REO Account all revenues received by it with respect to each REO Property and
the related REO Loan, and shall withdraw from the REO Account, to the extent of
amounts on deposit therein with respect to such REO Property, funds necessary
for the proper operation, management, leasing, maintenance and disposition of
such REO Property, including, without limitation:

            (i) all insurance premiums due and payable in respect of such REO
      Property;

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

            (iii) any ground rents in respect of such REO Property, if
      applicable; and

            (iv) all costs and expenses necessary to maintain, lease and dispose
      of such REO Property.

            To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Special Servicer
shall, subject to Section 3.19(d), direct the Master Servicer to make (and the
Master Servicer shall so make) Servicing Advances in such amounts as are
necessary for such purposes unless (as evidenced in the manner contemplated by
Section 3.11(g)) the Master Servicer determines, in its reasonable, good faith
judgment, that such payment would be a Nonrecoverable Servicing Advance.

            (b) Without limiting the generality of the foregoing, the Special
Servicer shall not:

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

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

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

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

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that such action will not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the Trust Fund, in which case the
Special Servicer may take such actions as are specified in such Opinion of
Counsel.


            (c) The Special Servicer shall contract with any Independent
Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:

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

            (ii) the fees of such Independent Contractor (which shall be an
      expense of the Trust Fund) shall be reasonable and customary in light of
      the nature and locality of the REO Property;

            (iii) any such contract shall require, or shall be administered to
      require, that the Independent Contractor (A) pay all costs and expenses
      incurred in connection with the operation and management of such REO
      Property, including, without limitation, those listed in subsection (a)
      hereof, and (B) remit all related revenues collected (net of its fees and
      such costs and expenses) to the Special Servicer upon receipt;

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

            (v) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

            The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. To the extent the costs of any contract with an
Independent Contractor for the operation and maintenance of any REO Property are
greater than the revenues from such REO Property, such excess costs shall be
covered by and reimbursable as a Servicing Advance.

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

            SECTION 3.18 Resolution of Defaulted Mortgage Loans and REO
Properties.

            (a) The Master Servicer, the Special Servicer or the Trustee may
sell or purchase, or permit the sale or purchase of, a Mortgage Loan or an REO
Property only on the terms and subject to the conditions set forth in this
Section 3.18 or as otherwise expressly provided in or contemplated by Sections
2.03(a) and 9.01.

            (b) After the Master Servicer has pursuant to Section 3.21(a) of
this Agreement notified the Special Servicer of a Servicing Transfer Event and
in connection therewith has provided the Special Servicer with the information
required under Section 3.21(a) with respect to any Defaulted Mortgage Loan, the
Special Servicer shall determine the fair value of such Defaulted Mortgage Loan
in accordance with the Servicing Standard as hereinafter provided; provided,
however, that such determination shall be made without taking into account any
effect the restrictions on the sale of such Mortgage Loan contained herein may
have on the value of such Defaulted Mortgage Loan; provided, further, that the
Special Servicer shall use reasonable efforts promptly to obtain an Appraisal
with respect to the related Mortgaged Property unless it has an Appraisal that
is less than 12 months old and has no actual knowledge of, or notice of, any
event which in the Special Servicer's judgment would materially affect the
validity of such Appraisal. The Special Servicer shall make its fair value
determination as soon as reasonably practicable (but in any event within thirty
(30) days) after its receipt of such new Appraisal, if applicable. The Special
Servicer will, from time to time, adjust its fair value determination based upon
changed circumstances, new information and other relevant factors, in each
instance in accordance with the Servicing Standard. The Special Servicer shall
notify the Trustee, the Master Servicer and the Majority Certificateholder of
the Controlling Class promptly upon its fair value determination and any
adjustment thereto. The Special Servicer shall also deliver to the Master
Servicer and the Majority Certificateholder of the Controlling Class the most
recent Appraisal of the related Mortgaged Property then in the Special
Servicer's possession, together with such other third-party reports and other
information then in the Special Servicer's possession that the Special Servicer
reasonably believes to be relevant to the fair value determination with respect
to such Mortgage Loan (such materials are, collectively, the "Determination
Information"). Notwithstanding the foregoing, the Special Servicer shall not be
required to deliver the Determination Information to the Master Servicer, and
shall instead deliver the Determination Information to the Trustee, if the
Master Servicer will not be determining whether the Option Price represents fair
value for the Defaulted Mortgage Loan, pursuant to Section 3.18(e).

            In determining the fair value of any Defaulted Mortgage Loan, the
Special Servicer shall take into account, among other factors, the period and
amount of the delinquency on such Mortgage Loan, the occupancy level and
physical condition of the related Mortgaged Property, the state of the local
economy in the area where the Mortgaged Property is located, the time and
expense associated with a purchaser's foreclosing on the related Mortgaged
Property and the expected recoveries from pursuing a work-out or foreclosure
strategy instead of selling the Defaulted Mortgage Loan to the Option Holder. In
addition, the Special Servicer shall refer to the Determination Information and
all other relevant information obtained by it or otherwise contained in the
Mortgage File and provided to the Special Servicer; provided that the Special
Servicer shall take account of any change in circumstances regarding the related
Mortgaged Property known to the Special Servicer that has occurred subsequent
to, and that would, in the Special Servicer's reasonable judgment, materially
affect the value of the related Mortgaged Property reflected in, the most recent
related Appraisal. Furthermore, the Special Servicer shall consider all
available objective third-party information obtained from generally available
sources, as well as information obtained from Independent vendors providing real
estate services to the Special Servicer, concerning the market for distressed
real estate loans and the real estate market for the subject property type in
the area where the related Mortgaged Property is located. The reasonable cost of
all third party consultants and related reports, including but not limited to
appraisals, inspection reports and broker opinions of value, reasonably incurred
by the Special Servicer pursuant to this Section 3.18(b) shall constitute, and
be reimbursable as, Servicing Advances. The other parties to this Agreement
shall cooperate with all reasonable requests for information.

            (c) At the time a Mortgage Loan becomes a Defaulted Mortgage Loan,
the Special Servicer and the Majority Certificateholder of the Controlling Class
(each, together with their assignees, an "Option Holder") will have an
assignable option (the "Purchase Option") to purchase such Defaulted Mortgage
Loan from the Trust Fund at a price (the "Option Price") equal to (A) if the
Special Servicer has not yet determined the fair value of such Defaulted
Mortgage Loan, the sum of (1) the Stated Principal Balance thereof, together
with all accrued and unpaid interest thereon at the Mortgage Rate, (2) any
related Prepayment Premium then payable, to the extent the Special Servicer or
the Special Servicer's assignee is identified as the Person that will acquire
the related Mortgage Loan, (3) all related Advances for which the Trust Fund or
the related Servicer has not been reimbursed, together with all accrued and
unpaid interest thereon at the Advance Rate, and (4) all accrued Special
Servicing Fees and Additional Trust Fund Expenses allocable to such Defaulted
Mortgage Loan whether recovered or unrecovered from the related Mortgagor or (B)
if the Special Servicer has determined the fair value of such Defaulted Mortgage
Loan pursuant to Section 3.18(b), an amount at least equal to such fair value.
Notwithstanding the foregoing, for a period of sixty (60) days after it receives
notice of the Special Servicer's fair value determination (the "Controlling
Class Option Period"), only the Purchase Option held by the Majority
Certificateholder of the Controlling Class may be exercised.

            Any Option Holder may sell, transfer, assign or otherwise convey its
Purchase Option with respect to any Defaulted Mortgage Loan to any party at any
time after the related Mortgage Loan becomes a Defaulted Mortgage Loan. The
transferor of any Purchase Option shall notify the Trustee and the Master
Servicer of such transfer and such notice shall include the transferee's name,
address, telephone number, facsimile number and appropriate contact person(s)
and shall be acknowledged in writing by the transferee.

            Each Option Holder's Purchase Option with respect to any Defaulted
Mortgage Loan, if not exercised, will automatically terminate (A) once the
related Defaulted Mortgage Loan is no longer a Defaulted Mortgage Loan;
provided, however, that if such Mortgage Loan subsequently becomes a Defaulted
Mortgage Loan, the related Purchase Option shall again be exercisable, (B) upon
the acquisition, by or on behalf of the Trust Fund, of title to the related
Mortgaged Property through foreclosure or deed in lieu of foreclosure, (C) upon
the modification or pay-off, in full or at a discount, of such Defaulted
Mortgage Loan in connection with a workout, or (D) subject to the Master
Servicer's determination set forth in Section 3.18(e) below, upon another Option
Holder's exercise of its Purchase Option with respect to the related Mortgage
Loan becoming effective pursuant to Section 3.18(d) below.

            (d) Upon receipt of notice from the Special Servicer indicating that
a Mortgage Loan has become a Defaulted Mortgage Loan, and after the expiration
of the Controlling Class Option Period, each Option Holder (whether the original
grantee of such option or any subsequent transferee) may exercise its Purchase
Option by providing the Master Servicer and the Trustee written notice thereof
(the "Purchase Option Notice"), in the form of Exhibit J, which notice shall
identify the Person that, on its own or through an Affiliate, will acquire the
related Mortgage Loan upon closing and shall specify a cash exercise price at
least equal to the Option Price. Immediately upon receipt of such Purchase
Option Notice, the Master Servicer shall notify the remaining Option Holders
that a Purchase Option has been exercised. Within ten (10) days thereafter, each
remaining Option Holder may submit to the Master Servicer a Purchase Option
Notice for the related Defaulted Mortgage Loan. Upon the expiration of such ten
(10) day period, or such sooner time as all remaining Option Holders have
submitted Purchase Option Notices, the Master Servicer shall notify the Option
Holder whose Purchase Option Notice included the highest exercise price that the
exercise of its Purchase Option is effective. The Master Servicer shall also
notify the Trustee of such effective exercise. In the event that more than one
Option Holder exercises its Purchase Option at the same price, the Purchase
Option Notice first received by the Master Servicer shall be effective. The
exercise of any Purchase Option pursuant to this Section 3.18(d) shall be
irrevocable.

            (e) If the Special Servicer or any Controlling Class Option Holder,
or any of their respective Affiliates, is identified in the Purchase Option
Notice as the Person expected to acquire the related Mortgage Loan, and the
Option Price is based upon the Special Servicer's fair value determination, the
Master Servicer shall determine whether the Option Price represents fair value
for the Defaulted Mortgage Loan, in the manner set forth in Section 3.18(b) and
as soon as reasonably practicable but in any event within thirty (30) days
(except as such period may be extended as set forth in this paragraph) of its
receipt of the Purchase Option Notice and Determination Information from the
Special Servicer. In determining whether the Option Price represents the fair
value of such Defaulted Mortgage Loan, the Master Servicer may obtain an opinion
as to the fair value of such Defaulted Mortgage Loans, taking into account the
factors set forth in Section 3.18(b), from a Qualified Appraiser or other
Independent expert of recognized standing having experience in evaluating the
value of defaulted mortgage loans which opinion shall be based on a review,
analysis and evaluation of the Determination Information, and to the extent such
Qualified Appraiser or third party deems any such Determination Information to
be defective, incorrect, insufficient or unreliable, such Person may base its
opinion on such other information it deems reasonable or appropriate, and,
absent manifest error, the Master Servicer may conclusively rely on the opinion
of any such Person which was chosen by the Master Servicer with reasonable care.
Notwithstanding the thirty (30) day time period referenced above in this
paragraph, the Master Servicer will have an additional fifteen (15) days to make
a fair value determination if the Person referenced in the immediately preceding
sentence has determined that the Determination Information is defective,
incorrect, insufficient or unreliable. The reasonable costs of all appraisals,
inspection reports and opinions of value, reasonably incurred by the Master
Servicer or any such third party pursuant to this paragraph shall be advanced by
the Master Servicer and shall constitute, and be reimbursable as, Servicing
Advances. In connection with the Master Servicer's determination of fair value,
the Special Servicer shall deliver to the Master Servicer the Determination
Information for the use of the Master Servicer or any such third party.

            Notwithstanding anything contained in this Section 3.18(e) to the
contrary, if the Special Servicer or the Majority Certificateholder of the
Controlling Class, or any of their respective Affiliates, is identified in the
Purchase Option Notice as the Person expected to acquire the related Mortgage
Loan, and the Option Price is based upon the Special Servicer's fair value
determination, and the Master Servicer and the Special Servicer are Affiliates,
the Trustee shall determine whether the Option Price represents fair value for
the Defaulted Mortgage Loan, in the manner set forth in Section 3.18(b) and as
soon as reasonably practicable but in any event within thirty (30) days (except
as such period may be extended as set forth in this paragraph) of its receipt of
the Purchase Option Notice and Determination Information from the Special
Servicer. In determining whether the Option Price represents the fair value of
such Defaulted Mortgage Loan, the Trustee may obtain an opinion as to the fair
value of such Defaulted Mortgage Loans, taking into account the factors set
forth in Section 3.18(b), from a Qualified Appraiser or other Independent expert
of recognized standing having experience in evaluating the value of defaulted
mortgage loans which opinion shall be based on a review, analysis and evaluation
of the Determination Information, and to the extent such Qualified Appraiser or
third party deems any such Determination Information to be defective, incorrect,
insufficient or unreliable, such Person may base its opinion on such other
information it deems reasonable or appropriate, and absent manifest error, the
Trustee may conclusively rely on the opinion of any such Person which was chosen
by the Trustee with reasonable care. Notwithstanding the thirty (30) day time
period referenced above in this paragraph, the Trustee will have an additional
fifteen (15) days to make a fair value determination if the Person referenced in
the immediately preceding sentence has determined that the Determination
Information is defective, incorrect, insufficient or unreliable. The reasonable
costs of all appraisals, inspection reports and opinions of value, reasonably
incurred by the Trustee or any such third party pursuant to this paragraph shall
be advanced by the Master Servicer and shall constitute, and be reimbursable as,
Servicing Advances. In connection with the Trustee's determination of fair value
the Special Servicer shall deliver to the Trustee the Determination Information
for the use of the Trustee or any such third party.

            In the event a designated third party determines that the Option
Price is less than the fair value of the Defaulted Mortgage Loan, such party
shall provide its determination, together will all information and reports it
relied upon in making such determination, to the Special Servicer, who shall
then adjust its fair value determination and, consequently, the Option Price,
pursuant to Section 3.18(b). The Special Servicer shall promptly provide written
notice of any adjustment of the Option Price to the Option Holder whose Purchase
Option has been declared effective pursuant to Section 3.18(d) above. Upon
receipt of such notice, such Option Holder shall have three (3) Business Days to
(i) accept the Option Price as adjusted and proceed in accordance with Section
3.18(f) below, or (ii) reject the Option Price as adjusted, in which case such
Option Holder shall not be obligated to close the purchase of the Defaulted
Mortgage Loan. Upon notice from such Option Holder, or the Special Servicer,
that such Option Holder rejects the Option Price as adjusted, the Master
Servicer and the Trustee shall provide the notices described in the second
paragraph of Section 3.18(f) below and thereafter any Option Holder may exercise
its purchase option in accordance with this Section 3.18, at the Option Price as
adjusted.

            (f) The Option Holder whose Purchase Option is declared effective
pursuant to Section 3.18(d) above shall be required to pay the purchase price
specified in its Purchase Option Notice to the Master Servicer within ten (10)
Business Days of its receipt of the Master Servicer's notice confirming that the
exercise of its Purchase Option is effective. Upon receipt of an Officer's
Certificate from the Master Servicer specifying the date for closing the
purchase of the related Defaulted Mortgage Loan, and the purchase price to be
paid therefor, the Trustee shall deliver at such closing for release to or at
the direction of such Option Holder, the related Mortgage File, and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be provided to it by such Option Holder and are
reasonably necessary to vest in the purchaser or any designee thereof the
ownership of such Mortgage Loan. In connection with any such purchase by any
Person other than it, the Special Servicer shall deliver the related Mortgage
File to or at the direction of the purchaser. In any case, the Master Servicer
shall deposit the purchase price into the Collection Account within one (1)
Business Day following receipt.

            The Master Servicer shall immediately notify the Trustee and the
Special Servicer upon the holder of the effective Purchase Option's failure to
remit the purchase price specified in its Purchase Option Notice pursuant to
this Section 3.18(f). Thereafter, the Trustee shall notify each Option Holder of
such failure and any Option Holder may then exercise its purchase option in
accordance with this Section 3.18.

            (g) Unless and until the Purchase Option with respect to any
Defaulted Mortgage Loan is exercised, the Special Servicer shall pursue such
other resolution strategies with respect to such Defaulted Mortgage Loan
including workout, foreclosure and sale of any REO Property, as the Special
Servicer may deem appropriate, consistent with the Asset Status Report and the
Servicing Standard; provided, however, the Special Servicer shall not sell any
Defaulted Mortgage Loan (other than in connection with exercise of a related
Purchase Option).

            (h) The Special Servicer shall either sell or auction an REO
Property in the manner set forth in Section 3.16(a). The Special Servicer may
purchase any REO Property (at the Purchase Price therefor). The Special Servicer
may also offer to sell to any Person any REO Property, if and when the Special
Servicer determines, consistent with the Servicing Standard, that such a sale
would be in the best economic interests of the Trust Fund. The Special Servicer
shall give the Trustee, the Master Servicer and the Directing Certificateholder
not less than five (5) Business Days' prior written notice of its intention to
sell any REO Property, in which case the Special Servicer shall accept the
highest offer received from any Person for any REO Property in an amount at
least equal to the Purchase Price therefor. To the extent permitted by
applicable law, and subject to the Servicing Standard, the Master Servicer, an
Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the
Special Servicer, or an employee of either of them may act as broker in
connection with the sale of any REO Property and may retain from the proceeds of
such sale a brokerage commission that does not exceed the commission that would
have been earned by an independent broker pursuant to a brokerage agreement
entered into at arm's length.

            In the absence of any such offer, the Special Servicer shall accept
the highest offer received from any Person that is determined by the Special
Servicer to be a fair price for such REO Property, if the highest bidder is a
Person other than an Interested Person, or if such price is determined to be
such a price by the Trustee, if the highest bidder is an Interested Person.
Notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may make an offer for or purchase
any REO Property pursuant hereto.

            The Special Servicer shall not be obligated by either of the
foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection
of such offer would be in the best interests of the Certificateholders. In
addition, the Special Servicer may accept a lower offer if it determines, in
accordance with the Servicing Standard that acceptance of such offer would be in
the best interests of the Certificateholders (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations, or the
terms offered by the prospective buyer making the lower offer are more
favorable).

            In determining whether any offer received from an Interested Person
represents a fair price for any REO Property, the Trustee shall obtain and may
conclusively rely on an Appraisal from a Qualified Appraiser, at the expense of
the Trust Fund. In determining whether any offer constitutes a fair price for
any REO Property, the Trustee (or, if applicable, such Qualified Appraiser)
shall take into account, and any appraiser shall be instructed to take into
account, as applicable, among other factors, the physical condition of such REO
Property, the state of the local economy and the Trust Fund's obligation to
comply with REMIC Provisions.

            (i) Subject to the Servicing Standard and the REMIC Provisions, the
Special Servicer shall act on behalf of the Trust Fund in negotiating and taking
any other action necessary or appropriate in connection with the sale of any REO
Property, including the collection of all amounts payable in connection
therewith. A sale of any REO Property shall be without recourse to, or
representation or warranty by, the Trustee, the Depositor, any Servicer, or the
Trust Fund (except that any contract of sale and assignment and conveyance
documents may contain customary representations and warranties of title,
condition and authority so long as the only recourse for breach thereof is to
the Trust Fund) and, if consummated in accordance with the terms of this
Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the
Fiscal Agent nor the Trustee shall have any liability to the Trust Fund or any
Certificateholder with respect to the purchase price therefor accepted by the
Special Servicer or the Trustee.

            (j) REO Proceeds shall be remitted within two (2) Business Days of
its receipt by the Special Servicer to the Master Servicer for deposit into the
Certificate Account.

            (k) The proceeds of any sale after deduction of the expenses of such
sale incurred in connection therewith shall be deposited within one (1) Business
Day in the Certificate Account. The Trustee, upon receipt of an Officer's
Certificate from the Master Servicer to the effect that such deposit has been
made, shall release or cause to be released to the party or parties effecting
such purchase (or any designee thereof) the related Mortgage File, and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be provided to it and are reasonably necessary to
vest in the purchaser of such Defaulted Mortgage Loan effecting such purchase
(or any designee thereof) ownership of such Mortgage Loan. In connection with
any such purchase, the Special Servicer shall deliver the related Servicing File
to the purchaser of such Defaulted Mortgage Loan with the cooperation of the
Master Servicer effecting such purchase (or any designee thereof).

            (l) Subject to Sections 3.18(a) through 3.18(k) above, the Special
Servicer shall act on behalf of the Trustee in negotiating and taking any other
action necessary or appropriate in connection with the sale of any Defaulted
Mortgage Loan or REO Property, and the collection of all amounts payable in
connection therewith. In connection therewith, the Special Servicer may charge
prospective offerors, and may retain, fees that approximate the Special
Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or evaluating offers without obligation to deposit such
amounts into the Certificate Account provided no such fees and charges shall be
charged by the Special Servicer to the Controlling Class Option Holder or any
assignee in connection with the sale of Defaulted Mortgage Loans. Any sale of a
Defaulted Mortgage Loan or any REO Property shall be final and without recourse
to the Trustee or the Trust except as provided in Section 3.18(i), and if such
sale is consummated in accordance with the terms of this Agreement, none of the
Depositor, the Special Servicer, the Master Servicer, the Fiscal Agent, or the
Trustee shall have any liability to any Certificateholder with respect to the
purchase price therefor accepted by the Special Servicer or the Trustee.

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

            (a) The Master Servicer shall maintain at its Primary Servicing
Office and shall, upon reasonable advance written notice, make available for
review by each Rating Agency and by any Certificateholder or Certificate Owner
or any Person identified to the Master Servicer as a prospective transferee of a
Certificate or an interest therein, copies of the Servicing Files; provided
that, if the Master Servicer in its reasonable, good faith determination
believes that any item of information contained in such Servicing Files is of a
nature that it should be conveyed to all Certificateholders at the same time, it
shall, as soon as reasonably possible following its receipt of any such item of
information, disclose such item of information to the Trustee as part of the
reports to be delivered to the Trustee by the Master Servicer pursuant to
Section 4.02(b), and until the Trustee has either disclosed such information to
all Certificateholders in a Distribution Date Statement or has properly filed
such information with the Commission on behalf of the Trust under the Exchange
Act, the Master Servicer shall be entitled to withhold such item of information
from any Certificateholder or Certificate Owner or prospective transferee of a
Certificate or an interest therein; and provided, further, that the Master
Servicer shall not be required to make particular items of information contained
in the Servicing File for any Mortgage Loan available to any Person if the
disclosure of such particular items of information is expressly prohibited by
applicable law or the provisions of any related Mortgage Loan documents. Except
as set forth in the provisos to the preceding sentence, copies of all or any
portion of any Servicing File are to be made available by the Master Servicer
upon request; however, the Master Servicer shall be permitted to require payment
of a sum sufficient to cover the reasonable out-of-pocket costs for making such
copies (other than with respect to the Rating Agencies (and the Majority
Certificateholder of the Controlling Class). The Special Servicer shall, as to
each Specially Serviced Mortgage Loan and REO Property, promptly deliver to the
Master Servicer a copy of each document or instrument added to the related
Servicing File, and the Master Servicer shall in no way be in default under this
Section 3.19(a) solely by reason of the Special Servicer's failure to do so.

            In connection with providing access to or copies of the items
described in the preceding paragraph, the Master Servicer may require, unless
the Depositor directs otherwise, (a) in the case of Certificate Owners, a
written confirmation executed by the requesting Person, in form reasonably
satisfactory to the Master Servicer, generally to the effect that such Person is
a beneficial holder of Certificates and will otherwise keep such information
confidential and (b) in the case of a prospective purchaser, confirmation
executed by the requesting Person generally to the effect that such Person is a
prospective purchaser of a Certificate or an interest therein, is requesting the
information for use in evaluating a possible investment in Certificates and will
otherwise keep such information confidential. All Certificateholders, by the
acceptance of their Certificates, shall be deemed to have agreed to keep such
information confidential, except to the extent that the Depositor grants written
permission to the contrary or to the extent such information is public
information. The Master Servicer shall not be liable for the dissemination of
information in accordance with this Section 3.19(a).

            (b) Either (x) within sixty (60) days (or within such longer period
as the Special Servicer is (as certified thereby to the Trustee in writing)
diligently using reasonable efforts to obtain the Appraisal referred to below)
after the earliest of (i) the date on which any Mortgage Loan becomes a Modified
Mortgage Loan, (ii) the date on which a receiver is appointed in respect of the
Mortgaged Property securing any Mortgage Loan, (iii) the date on which the
Mortgagor under any Mortgage Loan becomes the subject of bankruptcy or
insolvency proceedings or if such proceedings are involuntary, sixty (60) days
thereafter, and (iv) the date on which the Mortgaged Property securing any
Mortgage Loan becomes an REO Property or (y) the 120th day following the
occurrence of any uncured delinquency in Monthly Payments with respect to any
Mortgage Loan, (each such Mortgage Loan and any related REO Loan, until it
ceases to be such in accordance with the following paragraph, a "Required
Appraisal Loan"), the Special Servicer shall obtain an Appraisal of the related
Mortgaged Property; unless an Appraisal thereof had previously been received
within the prior twelve (12) months and the Special Servicer has no knowledge of
changed circumstances that in the Special Servicer's reasonable judgment would
materially affect the value of the Mortgaged Property. The cost of such
Appraisal shall be advanced by the Master Servicer, subject to Section 3.19(d),
such Advance to be made at the direction of the Special Servicer when the
Appraisal is received by the Special Servicer. For purposes of this Section
3.19(b), an Appraisal may, in the case of any Mortgage Loan with an outstanding
principal balance of less than $2,000,000 only, consist solely of an internal
valuation performed by the Special Servicer.

            With respect to each Required Appraisal Loan (unless such Mortgage
Loan has become a Corrected Mortgage Loan and no other Servicing Transfer Event
has occurred with respect thereto during the preceding three months, in which
case it will cease to be a Required Appraisal Loan), the Special Servicer shall
within thirty (30) days of each anniversary of such loan's becoming a Required
Appraisal Loan, order an update of the prior Appraisal (the cost of which shall
be advanced by the Master Servicer as a Servicing Advance at the direction of
the Special Servicer, subject to Section 3.19(d)). Based upon such Appraisal,
the Special Servicer shall redetermine and report to the Trustee and the Master
Servicer annually, the Appraisal Reduction Amount, if any, with respect to such
loan. Notwithstanding the immediately prior sentence, the Special Servicer shall
submit its report in writing to the Directing Certificateholder for its review
and approval to confirm the calculation of the Appraisal Reduction Amount is
correct in accordance with the Agreement prior to the submission of such report
to the Trustee; provided, that if the Directing Certificateholder has not
responded to such report in writing within ten (10) Business Days, the Directing
Certificateholder will have been deemed to have approved such calculation.

            (c) The Master Servicer and the Special Servicer shall each deliver
to the other, to the Directing Certificateholder and to the Trustee (for
inclusion in the Mortgage File) copies of all Appraisals, environmental reports
and engineering reports (or, in each case, updates thereof) obtained with
respect to any Mortgaged Property or REO Property. Upon the request of any
Rating Agency or any Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class P, Class P and Class Q Certificateholder, pursuant to Section 8.12(b),
the Trustee shall deliver copies of any of the items delivered pursuant to the
preceding sentence to such requesting Person.

            (d) No more frequently than once per calendar month, the Special
Servicer may require the Master Servicer, and the Master Servicer shall be
obligated subject to the second following paragraph to reimburse the Special
Servicer for any Servicing Advances which were made by the Special Servicer
(notwithstanding the fact that it has no obligation to make such Servicing
Advances), but not previously reimbursed (whether pursuant to this Section
3.19(d) or otherwise) to the Special Servicer, and to pay the Special Servicer
interest thereon at the Reimbursement Rate from the date made to, but not
including, the date of reimbursement. Such reimbursement and any accompanying
payment of interest shall be made within ten (10) days of the request therefor
by wire transfer of immediately available funds to an account designated by the
Special Servicer. Upon the Master Servicer's reimbursement to the Special
Servicer of any Servicing Advance and payment to the Special Servicer of
interest thereon, all in accordance with this Section 3.19(d), the Master
Servicer shall for all purposes of this Agreement be deemed to have made such
Servicing Advance at the same time as the Special Servicer originally made such
Advance, and accordingly, the Master Servicer shall be entitled to reimbursement
for such Advance, together with Advance Interest thereon, at the same time, in
the same manner and to the same extent as the Master Servicer would otherwise
have been entitled if it had actually made such Servicing Advance.

            Notwithstanding anything to the contrary contained in this
Agreement, if the Special Servicer (i) is required under any other provision of
this Agreement to direct the Master Servicer to make a Servicing Advance or (ii)
is otherwise aware a reasonable period in advance that it is reasonably likely
that the Special Servicer will incur a cost or expense that will, when incurred,
constitute a Servicing Advance, the Special Servicer shall (in the case of
clause (i) preceding), and shall use reasonable efforts to (in the case of
clause (ii) preceding), request that the Master Servicer make such Servicing
Advance, such request to be made in writing and confirmed by both parties and in
a timely manner that does not materially and adversely affect the interests of
any Certificateholder, and accompanied by sufficient information for the Master
Servicer to make recoverability determinations, and at least ten (10) Business
Days prior to the date on which failure to make such Servicing Advance would
(with notice from the Trustee regardless of whether such notice is actually
received) constitute an Event of Default pursuant to Section 7.01(a)(v);
provided, however, that the Special Servicer shall, with respect to Specially
Serviced Mortgage Loans and REO Properties, make any Servicing Advance that it
fails to timely request the Master Servicer to make. Subject to the following
paragraph, the Master Servicer shall have the obligation to make any such
Servicing Advance that it is requested by the Special Servicer to make within
ten (10) Business Days of the Master Servicer's receipt of such request and such
information and documents as are reasonably necessary for the Master Servicer to
make such Servicing Advance and to determine recoverability. Subject to the
foregoing, the Special Servicer shall be relieved of any obligations with
respect to a Servicing Advance that it timely requests the Master Servicer to
make (regardless of whether or not the Master Servicer shall make such Servicing
Advance). The Master Servicer shall be entitled to reimbursement for any
Servicing Advance made by it at the direction of the Special Servicer, together
with Advance Interest thereon, at the same time, in the same manner and to the
same extent as the Master Servicer is entitled with respect to any other
Servicing Advance made thereby.

            Notwithstanding the foregoing provisions of this Section 3.19(d) or
any other provision of this Agreement to the contrary, the Master Servicer shall
not be required to reimburse the Special Servicer for, or make at the Special
Servicer's direction, any Servicing Advance if the Master Servicer determines in
its reasonable, good faith judgment that the Servicing Advance which the Special
Servicer is directing the Master Servicer to reimburse it for or make hereunder,
although not characterized by the Special Servicer as a Nonrecoverable Servicing
Advance, is or would be, if made, a Nonrecoverable Servicing Advance. The Master
Servicer shall notify the Special Servicer and the Trustee in writing of such
determination. Such notice shall not obligate the Special Servicer to make such
Servicing Advance.

            (e) The Master Servicer shall deliver to the Trustee for deposit in
the Distribution Account by 3:00 p.m. (New York City time) on each Master
Servicer Remittance Date, without any right of reimbursement therefor, a cash
payment (a "Compensating Interest Payment") in an amount equal to the lesser of
(i) the aggregate amount of Prepayment Interest Shortfalls incurred in
connection with Principal Prepayments received in respect of the Mortgage Pool
during the most recently ended Collection Period, and (ii) the aggregate of (A)
that portion of its Master Servicing Fees for the related Collection Period that
is, in the case of each and every Mortgage Loan and REO Mortgage Loan for which
such Master Servicing Fees are being paid in such Collection Period, calculated
at 0.02% per annum, and (B) all Prepayment Interest Excesses and, to the extent
earned on Principal Prepayments, Net Investment Earnings received by the Master
Servicer during the most recently ended Collection Period; provided, however,
that if a Prepayment Interest Shortfall occurs as a result of the Master
Servicer's allowing the related Borrower to deviate from the terms of the
related Mortgage Loan documents regarding Principal Prepayments (other than (X)
subsequent to a default under the related Mortgage Loan documents, (Y) pursuant
to applicable law or a court order, or (Z) at the request or with the consent of
the Directing Certificateholder), then, for purposes of calculating the
Compensating Interest Payment for the subject Collection Period, the amount in
clause (ii) above shall be the aggregate of (A) all Master Servicing Fees for
such Collection Period and (B) all Prepayment Interest Excesses and, to the
extent earned on Principal Prepayments, Net Investment Earnings received by the
Master Servicer during such Collection Period; and provided, further, that the
rights of the Certificateholders to offset of the aggregate Prepayment Interest
Shortfalls shall not be cumulative.

            (f) Except under the same circumstances that it would be permitted
to waive a prepayment lockout provision in the subject Mortgage Loan pursuant to
Section 3.20(a), neither the Master Servicer nor the Special Servicer shall
consent to any Mortgagor's prepaying its Mortgage Loan, partially or in its
entirety, if the Mortgagor would be prohibited from doing so without such
consent.

            (g) The Master Servicer shall not exercise any discretionary right
it has with respect to any Mortgage Loan pursuant to the related Mortgage Note
or Mortgage to apply any amounts maintained as an escrow or reserve to the
principal balance of such Mortgage Loan except in the case of a default
thereunder.

            SECTION 3.20 Modifications, Waivers, Amendments and Consents.

            (a) The Master Servicer (as to non-Specially Serviced Mortgage
Loans) and the Special Servicer (as to Specially Serviced Mortgage Loans) each
may, consistent with the Servicing Standard, agree to any modification, waiver
or amendment of any term of, forgive or defer the payment of interest
(including, without limitation, Default Interest and Excess Interest) on and
principal of, forgive late payment charges and Prepayment Premiums on, permit
the release, addition or substitution of collateral securing, and/or permit the
release of the Mortgagor on or any guarantor of any Mortgage Loan it is required
to service and administer hereunder without the consent of the Trustee or any
Certificateholder, subject, however, to each of the following limitations,
conditions and restrictions:

            (i) other than as expressly set forth in Section 3.08 (with respect
      to due-on-sale and due-on-encumbrance clauses), Section 3.20(f) (with
      respect to Excess Interest) and Section 3.27 (with respect to Default
      Charges), neither the Master Servicer nor the Special Servicer shall agree
      to any modification, waiver or amendment of any term of, or take any of
      the other acts referenced in this Section 3.20(a) with respect to, any
      Mortgage Loan it is required to service and administer hereunder that
      would affect the amount or timing of any related payment of principal,
      interest or other amount payable thereunder or, in the Master Servicer's
      or the Special Servicer's reasonable judgment, materially impair the
      security for such Mortgage Loan or reduce the likelihood of timely payment
      of amounts due thereon or, to the extent required by the REMIC Provisions,
      materially increase, substitute or otherwise alter the collateral for the
      Mortgage Loan (other than the alteration or construction of improvements
      thereon) or any guarantee or credit enhancement contract with respect
      thereto (other than the substitution of a similar commercially available
      credit enhancement contract); provided, however, the Special Servicer may
      agree to any modification, waiver or amendment of any term of, or take any
      of the other acts referenced in this Section 3.20(a) with respect to, a
      Specially Serviced Mortgage Loan that would have any such effect, but only
      if a material default on such Mortgage Loan has occurred or, in the
      Special Servicer's reasonable judgment, a default in respect of payment on
      such Mortgage Loan is reasonably foreseeable, and such modification,
      waiver, amendment or other action is reasonably likely to produce a
      greater recovery to Certificateholders (as a collective whole) on a
      present value basis (the relevant discounting of anticipated collections
      that will be distributable to Certificateholders to be performed at the
      related Net Mortgage Rate (or, in the case of an ARD Loan after its
      Anticipated Repayment Date, the related Net Mortgage Rate in effect
      immediately prior to such Anticipated Repayment Date)), than would
      liquidation;

            (ii) neither the Master Servicer nor the Special Servicer may , in
      connection with any particular extension, extend the maturity date of any
      Specially Serviced Mortgage Loan beyond (A) the date which is two (2)
      years prior to the Rated Final Distribution Date, or (B) the date which is
      twenty (20) years prior to the expiration date of any related Ground
      Lease; provided that with respect to (B) in this clause (ii), the Special
      Servicer may extend the maturity date of a Mortgage beyond a date which is
      twenty (20) years prior to the expiration of the related Ground Lease if
      it gives due consideration to the remaining term of such Ground Lease;

            (iii) unless the proviso in Section 3.20(a)(i) above applies,
      neither the Master Servicer nor the Special Servicer, as applicable, shall
      make or permit or consent to, as applicable, any modification, waiver or
      amendment of any term of, referenced in this Section 3.20(a) or in
      Sections 3.08 or 3.20(f) with respect to, any Mortgage Loan not otherwise
      permitted by this Section 3.20(a) or in Section 3.08 that would constitute
      a "significant modification" of such Mortgage Loan within the meaning of
      Treasury Regulations Section 1.860G-2(b) (neither the Master Servicer nor
      the Special Servicer shall be liable for decisions made under this
      subsection which were made in good faith and, unless it would constitute
      bad faith or negligence to do so, each of the Master Servicer and the
      Special Servicer may rely on Opinions of Counsel in making such
      decisions);

            (iv) neither the Master Servicer nor the Special Servicer shall
      permit any Mortgagor to add or substitute any collateral for an
      outstanding Mortgage Loan, which additional or substitute collateral
      constitutes real property, unless (A) the Master Servicer or the Special
      Servicer, as applicable, shall have first determined in accordance with
      the Servicing Standard, based upon a Phase I Environmental Assessment (and
      such additional environmental testing as the Special Servicer deems
      necessary and appropriate) prepared by an Independent Person who regularly
      conducts Phase I Environmental Assessments (and such additional
      environmental testing), at the expense of the Mortgagor, that such
      additional or substitute collateral is in compliance with applicable
      environmental laws and regulations and that there are no circumstances or
      conditions present with respect to such additional or substitute
      collateral relating to the use, management or disposal of any Hazardous
      Materials for which investigation, testing, monitoring, containment,
      clean-up or remediation would be required under any then applicable
      environmental laws and/or regulations and (B) the Master Servicer or the
      Special Servicer, as the case may be, have obtained written confirmation
      from each Rating Agency that such substitution or addition will not result
      in the downgrade, qualification (if applicable) or withdrawal of any
      rating then assigned to any Class of Certificates;

            (v) neither the Master Servicer nor the Special Servicer shall
      release or substitute any collateral securing an outstanding Mortgage Loan
      (including as part of a substitution of collateral contemplated by (iv)
      above), except in connection with a payment in full or a defeasance
      pursuant to the terms of the related Mortgage Loan or, subject to the
      other provisions of this Section 3.20, a discounted payoff of such
      Mortgage Loan; or except as provided in Section 3.09(d); or except where
      Section 3.20(a)(iii) applies and the Rating Agencies have been notified in
      writing and (A) either (1) the use of the collateral to be released will
      not, in the Master Servicer's or Special Servicer's, as the case may be,
      reasonable judgment, materially and adversely affect the Net Operating
      Income being generated by or the use of the related Mortgaged Property, or
      (2) there is a corresponding principal paydown of such Mortgage Loan in an
      amount at least equal to, or a delivery of substitute collateral with an
      appraised value at least equal to, the appraised value of the collateral
      to be released, (B) the remaining Mortgaged Property and any substitute
      collateral is, in the Master Servicer's or Special Servicer's, as the case
      may be, reasonable judgment, adequate security for the remaining Mortgage
      Loan and (C) if the real property collateral that is being released has an
      Appraised Value in excess of $3,000,000, or if any substitution of real
      property collateral is to be made, the Rating Agencies have each confirmed
      in writing that such release and/or substitution would not result in the
      downgrade, qualification (if applicable) or withdrawal of the rating then
      assigned by Moody's and/or S&P, as applicable, to any Class of
      Certificates or except as specifically required under the related Mortgage
      Loan document;

            (vi) Except to the extent the Special Servicer determines that a
      modification, waiver or amendment is required for the best interests of
      all Certificateholders in accordance with the Servicing Standard, the
      Special Servicer shall not agree to any modification, waiver or amendment
      of any term of, or take any of the other actions referenced in this
      Section 3.20(a), with respect to any Specially Serviced Mortgage Loan if
      such action would not be generally consistent with the Asset Status Report
      approved by the Directing Certificateholder or the Certificateholders, as
      applicable, in accordance with Section 3.21, unless it shall have proposed
      such action to the Directing Certificateholder in the same manner as the
      Asset Status Report as provided in the second paragraph of Section
      3.21(d).

provided that (1) the limitations, conditions and restrictions set forth in
clauses (i), (ii), (iv), (v) and (vi) above shall not apply to any of the acts
referenced in this Section 3.20(a) in respect of any Mortgage Loan that either
occurs automatically, or results from the exercise of a unilateral option by the
related borrower within the meaning of Treasury Regulations Section
1.1001-3(c)(2)(iii), in any event under the terms of such Mortgage Loan in
effect on the Closing Date, and (2) notwithstanding clauses (i) through (vi)
above, neither the Master Servicer nor the Special Servicer shall be required to
oppose the confirmation of a plan in any bankruptcy or similar proceeding
involving a Mortgagor if in their reasonable judgment such opposition would not
ultimately prevent the confirmation of such plan or one substantially similar.

            (b) Neither the Master Servicer nor the Special Servicer shall have
any liability to the Trust, the Certificateholders or any other Person if its
analysis and determination that the modification, waiver, amendment or other
action contemplated by Section 3.20(a) is reasonably likely to produce a greater
recovery to Certificateholders on a present value basis than would liquidation,
should prove to be wrong or incorrect, so long as the analysis and determination
were made on a reasonable basis by the Special Servicer or the Master Servicer,
as applicable, consistent with the Servicing Standard. Each such determination
shall be evidenced by an Officer's Certificate to such effect to be delivered by
the Special Servicer to the Directing Certificateholder and the Trustee. The
Special Servicer shall include with any such Officer's Certificate the
supporting documentation forming the basis for its conclusion.

            (c) Any payment of interest which is deferred pursuant to Section
3.20(a) shall not, for purposes hereof, including, without limitation,
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance or Stated Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit or that such
interest may actually be capitalized.

            (d) The Master Servicer (as to non-Specially Serviced Mortgage
Loans) and the Special Servicer (as to Specially Serviced Mortgage Loans) each
may, as a condition to its granting any request by a Mortgagor for consent,
modification, waiver or indulgence or any other matter or thing, the granting of
which is within the Master Servicer's or Special Servicer's, as the case may be,
discretion pursuant to the terms of the instruments evidencing or securing the
related Mortgage Loan and is permitted by the terms of this Agreement, require
that such Mortgagor pay to it, as additional servicing compensation, a
reasonable fee relating to such consent, modification, waiver or indulgence (not
to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan) for
the additional services performed in connection with such request, together with
any related costs and expenses incurred by it; provided that the charging of
such fees would not otherwise constitute a "significant modification" of the
Mortgage Loan pursuant to Treasury Regulation Section 1.860G-2(b).

            (e) All modifications, waivers, amendments and other actions entered
into or taken in respect of the Mortgage Loans pursuant to the preceding
subsections of this Section 3.20 shall be in writing. Each of the Master
Servicer and the Special Servicer shall notify the other such party, the
Directing Certificateholder and the Trustee, in writing, of any modification,
waiver, amendment or other action entered into or taken in respect of any
Mortgage Loan pursuant to this Section 3.20 and the date thereof, and shall
deliver to the Trustee or the related Custodian for deposit in the related
Mortgage File (with a copy to the other such party), an original counterpart of
the agreement relating to such modification, waiver, amendment or other action,
promptly (and in any event within 10 Business Days) following the execution
thereof. In addition, following the execution of any modification, waiver or
amendment agreed to by the Special Servicer pursuant to Section 3.20(a) above,
the Special Servicer shall deliver to the Master Servicer and the Trustee an
Officer's Certificate setting forth in reasonable detail the basis of the
determination made by it pursuant to clause (i) of Section 3.20(a).

            (f) With respect to any ARD Loan after its Anticipated Repayment
Date, the Master Servicer (or, if the ARD Loan is a Specially Serviced Mortgage
Loan, the Special Servicer) shall be permitted, in its discretion, to waive
(such waiver to be in writing addressed to the related Mortgagor, with a copy to
the Trustee) all or any accrued Excess Interest if, prior to the related
maturity date, the related Mortgagor has requested the right to prepay the
Mortgage Loan in full together with all payments required by the Mortgage Loan
in connection with such prepayment except for all or a portion of accrued Excess
Interest; provided, that the Master Servicer's (or, if the ARD Loan is a
Specially Serviced Mortgaged Loan, the Special Servicer's) determination to
waive the right to such accrued Excess Interest is reasonably likely to produce
a greater payment to Certificateholders on a present value basis (the relevant
discounting of anticipated collections that will be distributable to
Certificateholders to be performed at the related Net Mortgage Rate in effect
immediately prior to the related Anticipated Repayment Date) than a refusal to
waive the right to such Excess Interest; provided, further, that such waiver
shall not be effective prior to the tender of such prepayment in full and such
Excess Interest shall remain due if such tender does not occur. The Master
Servicer (or, if the ARD Loan is a Specially Serviced Mortgage Loan, the Special
Servicer) will have no liability to the Trust, the Certificateholders or any
other person so long as such determination is based on such criteria.

            (g) The Master Servicer shall not be required to seek the consent of
the Special Servicer or any Certificateholder or obtain any confirmation of the
Certificate ratings from the Rating Agencies in order to approve the following
modifications, waivers or amendments of the Mortgage Loans: (i) waivers of minor
covenant defaults (other than financial covenants), including late financial
statements; (ii) releases of non-material parcels of a Mortgaged Property; and
(iii) grants of easements that do not materially affect the use or value of a
Mortgaged Property or a borrower's ability to make any payments with respect to
the related Mortgage Loan; provided that any such modification, waiver or
amendment (w) would not in any way affect a payment term of the Certificates,
(x) would not constitute a "significant modification" of such Mortgage Loan
pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise
constitute an Adverse REMIC Event, (y) agreeing to such modification, waiver or
amendment would be consistent with the Servicing Standard, and (z) agreeing to
such modification, waiver or amendment shall not violate the terms, provisions
or limitations of this Agreement or any other document contemplated hereby.

            SECTION 3.21 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping; Asset Status Report; Directing
Certificateholder.

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan, the Master Servicer shall promptly give
notice thereof to the Directing Certificateholder, and deliver the related
Servicing File to the Special Servicer and shall use its best efforts to provide
the Special Servicer with all information, documents (or copies thereof) and
records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to the Mortgage Loan and reasonably requested by
the Special Servicer to enable it to assume its functions hereunder with respect
thereto without acting through a Sub-Servicer. Notwithstanding anything in
Section 2.01(b) or any other provision of this Agreement to the contrary, the
copying and delivery of such documents, instruments, items, records and
information shall not be at the expense of the Special Servicer. At its option,
although its Sub-Servicing Agreement is terminated, the related Sub-Servicer,
without any compensation therefor, may retain Mortgage Loans on its computer
systems while such Mortgage Loans are Specially Serviced Mortgage Loans,
provided that no Sub-Servicer shall take any action with respect thereto so long
as such Mortgage Loan is a Specially Serviced Mortgage Loan and provided that
the Master Servicer shall assume all the Master Servicing duties with respect to
that Mortgage Loan as provided in the second succeeding paragraph. The Master
Servicer shall use its best efforts to comply with the third preceding sentence
within five (5) Business Days of the occurrence of each related Servicing
Transfer Event. The Master Servicer shall deliver to each Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q
Certificateholders that shall have requested a copy of any such notice a copy of
the notice of such Servicing Transfer Event provided by the Master Servicer to
the Special Servicer pursuant to this Section. No later than thirty (30)
Business Days before the Master Servicer is required to deliver a copy of the
related Servicing File to the Special Servicer, it shall review the Servicing
File and request from the Trustee any material documents that it is aware are
missing from the Servicing File. If the related Sub-Servicer elects not to
retain Specially Serviced Mortgage Loans on its computer systems, then such
Sub-Servicer shall return all Mortgage Files to the Master Servicer.

            Upon determining that a Specially Serviced Mortgage Loan has become
a Corrected Mortgage Loan, the Special Servicer shall promptly give notice
thereof to the Master Servicer and to Directing Certificateholder and return the
related Servicing File to the Master Servicer and upon giving such notice and
returning such Servicing File, to the Master Servicer, the Special Servicer's
obligation to service such Mortgage Loan, and the Special Servicer's right to
receive the Special Servicing Fee with respect to such Mortgage Loan, shall
terminate, and the obligations of the Master Servicer to service and administer
such Mortgage Loan shall resume.

            Notwithstanding other provisions in this Agreement to the contrary,
the Master Servicer shall remain responsible for the accounting, data
collection, reporting and other basic Master Servicer administrative functions
with respect to Specially Serviced Mortgage Loans, provided that the Master
Servicer shall establish reasonable procedures as to the application of Special
Servicer receipts and tendered payments, and the Special Servicer shall have the
exclusive responsibility for and authority over all contacts (including billing
and collection, which information shall be provided by the Master Servicer) with
and notices to Mortgagors and similar matters relating to each Specially
Serviced Mortgage Loan and the related Mortgaged Property. At its option, the
related Sub-Servicer, without compensation therefor, may retain Specially
Serviced Mortgage Loans on its computer systems, provided that such Sub-Servicer
shall take action with respect thereto solely at the Master Servicer's
direction.

            Also notwithstanding anything herein to the contrary, in connection
with the transfer to the Special Servicer of the servicing, subject to Section
2.03 of this Agreement, of a Cross-Collateralized Mortgage Loan as a result of a
Servicing Transfer Event or the re-assumption of servicing responsibilities by
the Master Servicer with respect to any such Mortgage Loan upon its becoming a
Corrected Mortgage Loan, the Master Servicer and the Special Servicer shall each
transfer to the other, as and when applicable, the servicing of all other
Cross-Collateralized Mortgage Loans constituting part of the same Group;
provided that no Cross-Collateralized Mortgage Loan may become a Corrected
Mortgage Loan at any time that a continuing Servicing Transfer Event exists with
respect to another Cross-Collateralized Mortgage Loan in the same Group.

            (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Trustee the originals, of documents contemplated
by the definition of "Mortgage File" and generated while such Mortgage Loan is a
Specially Serviced Mortgage Loan, for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and provide to the
Master Servicer copies of any additional related Mortgage Loan information,
including correspondence with the related Mortgagor generated while such
Mortgage Loan is a Specially Serviced Mortgage Loan.

            (c) Notwithstanding anything in this Agreement to the contrary, in
the event that the Master Servicer and the Special Servicer are the same Person,
all notices, certificates, information, consents and documents required to be
given or delivered by the Master Servicer to the Special Servicer or vice versa
shall be deemed to be given or delivered, as the case may be, without the
necessity of any action on such Person's part.

            (d) No later than thirty (30) days after a Servicing Transfer Event
for a Mortgage Loan, the Special Servicer shall deliver to each Rating Agency,
the Master Servicer, the Trustee and the Directing Certificateholder a report
(the "Asset Status Report") with respect to such Mortgage Loan and the related
Mortgaged Property. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:

            (i) summary of the status of such Specially Serviced Mortgage Loan
      and any negotiations with the related Mortgagor;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer (including without limitation by
      reason of any Phase I Environmental Assessment and any additional
      environmental testing contemplated by Section 3.09(c)), consistent with
      the Servicing Standard, that are applicable to the exercise of remedies
      set forth herein and to the enforcement of any related guaranties or other
      collateral for the related Mortgage Loan and whether outside legal counsel
      has been retained;

            (iii) the most current rent roll and income or operating statement
      available for the related Mortgaged Property;

            (iv) the Special Servicer's recommendations on how such Specially
      Serviced Mortgage Loan might be returned to performing status and returned
      to the Master Servicer for regular servicing or otherwise realized upon;

            (v) the Appraised Value of the Mortgaged Property together with the
      assumptions used in the calculation thereof (which the Special Servicer
      may satisfy by providing a copy of the last obtained Appraisal); and

            (vi) such other information as the Special Servicer deems relevant
      in light of the Servicing Standard.

            If within ten (10) Business Days of receiving an Asset Status
Report, the Directing Certificateholder does not disapprove such Asset Status
Report in writing, the Special Servicer shall implement the recommended action
as outlined in such Asset Status Report; provided, however, that the Special
Servicer may not take any action that is contrary to applicable law, the
Servicing Standard or the terms of the applicable Mortgage Loan documents. If
the Directing Certificateholder disapproves such Asset Status Report, the
Special Servicer will revise such Asset Status Report and deliver to the
Directing Certificateholder, the Rating Agencies, the Trustee and the Master
Servicer a new Asset Status Report as soon as practicable, but no later than
thirty (30) days after such disapproval. The Special Servicer shall revise such
Asset Status Report as described above in this Section 3.21(d) until the
Directing Certificateholder shall fail to disapprove such revised Asset Status
Report in writing within ten (10) Business Days of receiving such revised Asset
Status Report or until the Special Servicer makes one of the determinations
described below. The Special Servicer may, from time to time, modify any Asset
Status Report it has previously delivered and implement such report, provided
such report shall have been prepared, reviewed and not rejected pursuant to the
terms of this Section. Notwithstanding the foregoing, the Special Servicer (i)
shall, following the occurrence of an extraordinary event with respect to the
related Mortgaged Property, take any action set forth in such Asset Status
Report before the expiration of a ten (10) Business Day period if the Special
Servicer has reasonably determined that failure to take such action would
materially and adversely affect the interests of the Certificateholders and it
has made a reasonable effort to contact the Directing Certificateholder and (ii)
in any case, shall determine whether such disapproval is not in the best
interest of all the Certificateholders pursuant to the Servicing Standard. Upon
making such determination in clause (ii) of the immediately preceding sentence,
the Special Servicer may (but shall not be required to) request a vote by all
Certificateholders, but shall in any event take the recommended action after
making such determination. To accomplish such vote, the Special Servicer shall
notify the Trustee of such request and deliver to the Trustee a proposed notice
to Certificateholders which shall include a copy of the Asset Status Report, and
the Trustee shall send such notice to all Certificateholders. If the majority of
such Certificateholders, as determined by Voting Rights, fail, within five (5)
days of the Trustee's sending such notice, to reject such Asset Status Report,
the Special Servicer shall implement the same; provided, however, that the
Special Servicer shall in any event take such action as it shall determine to be
in the best interest of all the Certificateholders pursuant to the Servicing
Standard. If the Asset Status Report is rejected by the Certificateholders, the
Special Servicer shall revise such Asset Status Report as described in this
Section 3.21(d). The Trustee shall be entitled to reimbursement from the Trust
Fund for the reasonable expenses of providing such notices.

            The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with the Servicing Standard and the related Asset Status Report. The
Special Servicer shall not take any action inconsistent with the related Asset
Status Report, unless such action would be required in order to act in
accordance with the Servicing Standard.

            (e) The Special Servicer (and the Master Servicer with respect to
any extension and otherwise with respect to any Mortgage Loan that has a Stated
Principal Balance of $2,500,000 or more) shall provide the Directing
Certificateholder with not less than ten (10) Business Days' prior notice
(except as provided in section 3.08(a) hereof) of any Special Action (as
described below) that the Special Servicer or the Master Servicer, as
applicable, proposes to take and, in the case of the Special Action described in
clause (vi) below, the Special Servicer shall also contemporaneously notify the
Master Servicer; provided, however, that if a shorter period of notice is
necessary in order to avoid the occurrence of an Adverse REMIC Event or a
violation of the third paragraph of this Section 3.21(e), then the required
period of notice shall be such shorter period. The Directing Certificateholder
shall be entitled to advise the Special Servicer with respect to any Special
Action, and notwithstanding anything to the contrary contained herein, the
Special Servicer or the Master Servicer, as applicable, shall not take any
Special Action if the Directing Certificateholder has objected thereto by the
close of business on the tenth Business Day following its receipt of notice
thereof, or if a shorter period was necessitated in accordance with the
preceding sentence, by the close of business on the date on which such shorter
period expires (it being understood that the failure of the Directing
Certificateholder to object within such ten (10) Business Day or shorter period
shall be deemed to constitute the Directing Certificateholder's approval of such
action); provided, however, that (x) the ability of the Directing
Certificateholder to so advise or object shall in all events be subject to the
third paragraph of this Section 3.21(e), (y) the Master Servicer or the Special
Servicer, as applicable, shall not follow any such advice or objection that
would result in a violation of Section 3.21(e) or otherwise result in an Adverse
REMIC Event, and (z) if the Directing Certificateholder and the Special Servicer
or Master Servicer, as applicable, cannot agree upon a course of action with
respect to any Special Action within sixty (60) days of the occurrence of the
event to which such Special Action relates, then the Special Servicer or Master
Servicer, as applicable, shall implement its proposed course of action. For
purposes hereof, "Special Action" means each of the following actions:

            (i) any foreclosure upon or comparable conversion (which may include
      acquisitions of an REO Property) of the ownership of properties securing
      such of the Specially Serviced Mortgage Loans as come into and continue in
      default;

            (ii) any modification or waiver of a Mortgage Loan other than a
      modification of the maturity date of a Mortgage Loan for one (1) year or
      less;

            (iii) any proposed sale of a defaulted Mortgage Loan or REO (other
      than in connection with the termination of the Trust Fund or pursuant to
      Section 3.18);

            (iv) any determination to bring an REO Property into compliance with
      applicable environmental laws or to otherwise address Hazardous Materials
      located at an REO Property;

            (v) any acceptance of substitute or additional collateral for a
      Mortgage Loan unless required by the underlying loan documents;

            (vi) any waiver of a "due-on-sale" clause (except as set forth in
      Section 3.08(a)(i)(A)) or "due-on-encumbrance" clause; and

            (vii) any acceptance of an assumption agreement releasing a borrower
      from liability under a Mortgage Loan.

            If the Master Servicer is not required to obtain the Directing
Certificateholder's approval to the waiver of the "due-on-sale" clause and/or
assumption agreement under clauses (vi) and (vii) above, the Master Servicer
shall nonetheless promptly provide written notice to the Directing
Certificateholder of such waiver or agreement.

            Notwithstanding anything contained in this Agreement to the
contrary, no objection or direction of the Directing Certificateholder shall (A)
require or cause the Master Servicer or the Special Servicer, as applicable, to
violate the terms of any Mortgage Loan then serviced by it, applicable law or
any provision of this Agreement, including the Master Servicer's obligation or
the Special Servicer's obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of each REMIC, or (B) result in the
imposition of a "prohibited transaction" or "prohibited contribution" tax under
the REMIC Provisions, or (C) expose the Master Servicer, the Special Servicer,
the Depositor, the Trust Fund, the Trustee, the Fiscal Agent or their officers,
directors, employees or agents to any claim, suit or liability, or (D)
materially expand the scope of the Special Servicer's or the Master Servicer's
responsibilities under this Agreement (the "Prohibited Actions"). The Master
Servicer or Special Servicer, as applicable, shall disregard any such direction
or objection.

            The Directing Certificateholder will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that the Directing Certificateholder will not be protected
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations or duties. By its acceptance of a
Certificate, each Certificateholder confirms its understanding that the
Directing Certificateholder may take actions that favor the interests of one or
more Classes of the Certificates over other Classes of the Certificates, and
that the Directing Certificateholder may have special relationships and
interests that conflict with those of Holders of some Classes of the
Certificates, that the Directing Certificateholder may act solely in the
interests of the Holders of the Controlling Class, that the Directing
Certificateholder does not have any duties to the Holders of any Class of
Certificates other than the Controlling Class, that the Directing
Certificateholder shall not be deemed to have been negligent or reckless, or to
have acted in bad faith or engaged in willful misfeasance, by reason of its
having acted solely in the interests of the Holders of the Controlling Class,
and that the Directing Certificateholder shall have no liability whatsoever for
having so acted, and no Certificateholder may take any action whatsoever against
the Directing Certificateholder or any director, officer, employee, agent or
principal thereof for having so acted.

            SECTION 3.22 Sub-Servicing Agreements.

            (a) The Master Servicer and the Special Servicer may each enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of its obligations hereunder, provided that, in each case, the
Sub-Servicing Agreement: (i) insofar as it affects the Trust, is consistent with
this Agreement in all material respects; (ii) expressly or effectively provides
that if the Master Servicer or Special Servicer, as the case may be, shall for
any reason no longer act in such capacity hereunder (including, without
limitation, by reason of an Event of Default), any successor to the Master
Servicer or the Special Servicer, as the case may be, hereunder (including the
Trustee if the Trustee has become such successor pursuant to Section 7.02) may
thereupon either assume all of the rights and, except to the extent they arose
prior to the date of assumption, obligations of the Master Servicer or Special
Servicer, as the case may be, under such agreement or, subject to the provisions
of Section 3.22(d), terminate such rights and obligations, in either case
without payment of any fee except as set forth in Section 3.22(d) provided,
however, that the PMCC Sub-Servicing Agreement may not be terminated insofar as
it relates to the payment obligations of the Master Servicer thereunder; (iii)
in the case of a Sub-Servicing Agreement entered into by the Master Servicer,
expressly or effectively provides that such agreement shall be suspended with
respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan
becomes a Specially Serviced Mortgage Loan (but only until such time as such
Mortgage Loan becomes a Corrected Mortgage Loan); (iv) in the case of a
Sub-Servicing Agreement entered into by the Special Servicer, relates only to
Specially Serviced Mortgage Loans or REO Properties and expressly or effectively
provides that such agreement shall terminate with respect to any such Mortgage
Loan that becomes a Corrected Mortgage Loan; (v) in the case of a Sub-Servicing
Agreement entered into by the Master Servicer, provides that the related
Sub-Servicer shall comply with all reasonable requests for additional
information made by the Master Servicer (provided, however, that the related
Sub-Servicer shall not be required to furnish the same information to the Master
Servicer more than once) and, further, provides that the failure of the related
Sub-Servicer to furnish the Master Servicer on a timely basis with any required
reports, statements or other information, including without limitation, the
reports referred to in Section 3.12, either (A) shall permit the Master Servicer
to make necessary inquiries of the related borrower directly or (B) shall
(subject to a cure period not to exceed sixty (60) days) constitute an event of
default thereunder for which the Master Servicer may terminate such Sub-Servicer
without payment of any termination fee (it being understood that notwithstanding
anything to the contrary in this clause (v), the obligations of a Sub-Servicer
in respect of the second sentence of Section 3.12(b) hereof may be limited to
the provision of reports as agreed between the Master Servicer and such
Sub-Servicer and response to reasonable inquiries from the Master Servicer with
respect thereto); (vi) subject to Section 3.08(a), does not authorize any
Sub-Servicer to approve a modification or assumption of any Mortgage Loan
without the approval of the Master Servicer, in the case of non-Specially
Serviced Mortgage Loans or of the Special Servicer, in the case of Specially
Serviced Mortgage Loans or authorizes the Sub-Servicer to foreclose any Mortgage
Loan without the approval of the Special Servicer; (vii) imposes no liability
whatsoever on the Trustee or the Certificateholders with respect to anything
contained therein; and (viii) provides that the Master Servicer and the Special
Servicer each shall pay the fees of any Sub-Servicer retained by it in
accordance with the respective Sub-Servicing Agreement and, in any event, from
its own funds. References in this Agreement to actions taken or to be taken by
the Master Servicer or the Special Servicer, as the case may be, include actions
taken or to be taken by a Sub-Servicer on behalf of the Master Servicer or the
Special Servicer, as the case may be; and, in connection therewith, all amounts
advanced by any Sub-Servicer to satisfy the obligations of the Master Servicer
hereunder to make Advances shall be deemed to have been advanced by the Master
Servicer out of its own funds and, accordingly, such Advances shall be
recoverable by such Sub-Servicer in the same manner and out of the same funds as
if such Sub-Servicer were the Master Servicer, and, for so long as they are
outstanding, such Advances shall accrue interest in accordance with Section
3.11(f) and/or Section 4.03(d), such interest to be allocable between the Master
Servicer and such Sub-Servicer as they may agree. For purposes of this
Agreement, the Master Servicer and the Special Servicer each shall be deemed to
have received any payment when a Sub-Servicer retained by it receives such
payment. The Master Servicer and the Special Servicer each shall notify the
other such party, the Trustee and the Depositor in writing promptly of the
appointment by it of any Sub-Servicer, and shall deliver to the Trustee copies
of all Sub-Servicing Agreements, and any amendments thereto and modifications
thereof, entered into by it promptly upon its execution and delivery of such
documents.

            (b) Each Sub-Servicer actually performing servicing functions (i)
shall be authorized to transact business in the state or states in which the
Mortgaged Properties for the Mortgage Loans it is to service are situated, if
and to the extent required by applicable law, and (ii) to the extent
sub-servicing multifamily loans, shall be an approved conventional
seller/servicer of multifamily mortgage loans for Freddie Mac or Fannie Mae or a
HUD-Approved Servicer.

            (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders, shall (at no expense to the Trustee, the
Certificateholders or the Trust) each monitor the performance and enforce the
obligations of its Sub-Servicers under the related Sub-Servicing Agreements.
Such enforcement, including, without limitation, the legal prosecution of
claims, termination of Sub-Servicing Agreements in accordance with their
respective terms and the terms of this Agreement, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer or the Special Servicer, as the case may
be, in its reasonable business judgment, would require were it the owner of the
Mortgage Loans. Promptly upon becoming aware of a default under any
Sub-Servicing Agreement to which it is a party, the Master Servicer or the
Special Servicer, as the case may be, shall notify each of the other parties
hereto and the Trustee, and then the Trustee shall provide a copy of such notice
to the Directing Certificateholder and, in accordance with Section 8.12(b),
shall, upon request, provide a copy of such notice to each Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q
Certificateholder of any such default.

            (d) With respect to the Sub-Servicing Agreements in effect as of the
Closing Date that are listed on Schedule II, the initial Master Servicer hereby
agrees that it shall not, in its capacity as Master Servicer, terminate any
Sub-Servicer thereunder without cause. In the event of the resignation, removal
or other termination of the initial Master Servicer (or any successor Master
Servicer) hereunder for any reason, the successor to the initial Master Servicer
(or to such successor Master Servicer) shall elect, with respect to any
Sub-Servicing Agreement existing at the time of such termination (i) to assume
the rights and obligations of the predecessor Master Servicer under such
Sub-Servicing Agreement and continue the sub-servicing arrangements thereunder
on the same terms (including without limitation the obligation to pay the same
sub-servicing fee), (ii) to enter into a new Sub-Servicing Agreement with such
Sub-Servicer and on such terms as the new Master Servicer and such Sub-Servicer
shall mutually agree (it being understood that such Sub-Servicer is under no
obligation to accept any such new Sub-Servicing Agreement or to enter into or
continue negotiations with the new Master Servicer) or (iii) to terminate such
Sub-Servicing Agreement without cause, provided that no such Sub-Servicer may be
terminated without cause unless it receives Sub-Servicer Termination
Compensation; and provided, further, that any such successor Master Servicer
must assume the PMCC Sub-Servicing Agreement pursuant to (i) above. For purposes
hereof, a Sub-Servicer shall receive "Sub-Servicer Termination Compensation" if
any successor Master Servicer elects to terminate such Sub-Servicer without
cause, in which case either of the following shall occur: (i) such successor
Master Servicer shall pay to such Sub-Servicer a fee (a "Sub-Servicer
Termination Fee") in an amount equal to the average of three termination fees
quoted by three Persons in the business of primary-servicing commercial mortgage
loans comparable to the Mortgage Loans (not including the Master Servicer or any
Person that is then a Sub-Servicer), which shall be selected by the Master
Servicer in good faith and the names of which shall be identified by the Master
Servicer to the Sub-Servicer or (ii) such successor Master Servicer shall agree
to pay such Sub-Servicer an interest-only strip (the "Termination Strip") out of
its related Master Servicing Fees for each Mortgage Loan serviced by such
Sub-Servicer at the time of such Sub-Servicer's termination (such strip to be
calculated in the same manner as the related Master Servicing Fees, but at a per
annum rate equal to the applicable Primary Servicing Fee Rate minus 0.04%). Any
subsequent successor Master Servicer shall be obligated to pay any such
Termination Strip agreed to by a predecessor Master Servicer. Nothing in the
foregoing provisions of this Section 3.22(d) shall limit the ability of the
initial or a successor Master Servicer to terminate a Sub-Servicer at any time
for cause; provided, however, that the parties hereto understand and agree that
the refusal or failure of a Sub-Servicer to enter into or continue negotiations
with a successor Master Servicer concerning a new Sub-Servicing Agreement shall
not constitute cause for termination. It shall be the corporate obligation (not
reimbursable by the Trust or any of the other parties to this Agreement) of the
Person, who as successor Master Servicer, terminates any Sub-Servicer without
cause, and of its successors and assigns in such capacity (to the extent
contemplated by the second preceding sentence), to pay Sub-Servicer Termination
Compensation to such terminated Sub-Servicer. References in this Section 3.22(d)
to Master Servicer, successor Master Servicer or subsequent successor Master
Servicer shall mean the Trustee, if it is then Master Servicer, successor Master
Servicer or subsequent Master Servicer pursuant to the operation of Section
7.02. For the avoidance of doubt, the Sub-Servicers that service any Bridger
Mortgage Loan or BOA-Bridger Mortgage Loan may not be terminated without cause
by the initial Master Servicer.

            (e) In the event the Trustee or its designee assumes the rights and
obligations of the Master Servicer or the Special Servicer under any
Sub-Servicing Agreement, the Master Servicer or the Special Servicer, as the
case may be, at its expense shall, upon request of the Trustee, deliver to the
assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected and held on behalf of it thereunder, and
otherwise use its best efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.

            (f) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall each remain obligated and liable to the Trustee
and the Certificateholders for the performance of its obligations and duties
under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans for which it is responsible.

            (g) Notwithstanding anything to the contrary set forth herein, any
account established and maintained by a Sub-Servicer pursuant to a Sub-Servicing
Agreement with the Master Servicer shall for all purposes under this Agreement
be deemed to be an account established and maintained by the Master Servicer.

            (h) Each Sub-Servicer pursuant to its related Sub-Servicing
Agreement shall retain the original of any letter of credit that has been issued
in connection with any Mortgage Loan that it sub-services pursuant to such
agreement on behalf of the Master Servicer for the the benefit of the
Certificateholders provided that it shall provide a copy of such letter of
credit to the Master Servicer.

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

            The Majority Certificateholder of the Controlling Class may at any
time and from time to time terminate (with or without cause) and replace any
existing Special Servicer or any Special Servicer that has resigned or otherwise
ceased to serve as Special Servicer. Such Majority Certificateholder shall so
designate a Person to so serve by the delivery to the Trustee of a written
notice stating such designation, subject to the approval of the Trustee, which
approval shall not be unreasonably withheld. The Trustee shall, promptly after
receiving any such notice, so notify the Rating Agencies. If the Trustee
approves the designated Person (based upon the servicing qualifications and
financial condition of such designated Person) as a replacement Special
Servicer, which approval shall not be unreasonably withheld, the designated
Person shall become the Special Servicer as of the date the Trustee shall have
received: (i) written confirmation from each Rating Agency stating that if the
designated Person were to serve as Special Servicer hereunder, none of the
then-current ratings assigned by such Rating Agency to the respective Classes of
the Certificates would be downgraded, qualified (if applicable) or withdrawn as
a result thereof; (ii) a written acceptance of all obligations of the Special
Servicer under this Agreement, executed by the designated Person; and (iii) an
Opinion of Counsel (at the expense of the Person designated to become the
Special Servicer) to the effect that the designation of such Person to serve as
Special Servicer is in compliance with this Section 3.23, that upon the
execution and delivery of the written acceptance referred to in the immediately
preceding clause (ii), the designated Person shall be bound by the terms of this
Agreement and that this Agreement shall be enforceable against the designated
Person in accordance with its terms. The existing Special Servicer shall be
deemed to have resigned simultaneously with such designated Person's becoming
the Special Servicer hereunder; provided, however, that (i) the terminated or
resigned, as applicable, Special Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the effective date of such resignation, whether in respect of Servicing Advances
or otherwise, (ii) it shall be entitled to certain Workout Fees thereafter
received to the extent permitted by Section 3.11(d), and (iii) it and its
directors, officers, employees and agents shall continue to be entitled to the
benefits of Section 6.03, notwithstanding any such termination or resignation.
Such terminated Special Servicer shall cooperate with the Trustee and the
replacement Special Servicer in effecting the termination of its
responsibilities and rights hereunder, including, without limitation, the
transfer within two (2) Business Days to the replacement Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the terminated Special Servicer to the REO Account or
delivered to the Master Servicer or that are thereafter received by the
terminated Special Servicer with respect to Specially Serviced Mortgage Loans
and REO Properties. The Majority Certificateholder of the Controlling Class
shall be responsible for paying any costs associated with such replacement,
including the reasonable costs of any servicing transfer.

            SECTION 3.24 Confidentiality.

            The Master Servicer and the Special Servicer will use reasonable
efforts to keep confidential and not disclose to any Person other than each
other, the Depositor, the Trustee, the Controlling Class Certificateholder, the
Sub-Servicer (with respect to any Mortgage Loans it is sub-servicing), any
Certificateholder and the Rating Agencies, any information which it obtains in
its capacity as Master Servicer or Special Servicer with respect to the Mortgage
Loans or any related Mortgagor including, without limitation, credit information
with respect to any such Mortgagor (collectively, "Confidential Information"),
except (i) any officers, directors and employees of the Master Servicer or
Special Servicer (or any officers, directors and employees of any Affiliates of
the Master Servicer or Special Servicer); (ii) auditors of the Master Servicer
or the Special Servicer and any agents, financial or tax advisors, attorneys,
accountants and professional consultants retained by the Master Servicer or the
Special Servicer in connection with the transactions contemplated by this
Agreement which have been informed of the confidential nature of the information
provided to them; (iii) each Mortgage Loan Seller with respect to information
relating to the Mortgage Loans transferred to into the Trust by such Mortgage
Loan Seller; (iv) a potential purchaser of servicing rights hereunder which as
agreed to keep such information confidential; (v) to the extent the Master
Servicer or Special Servicer deems such disclosure to be reasonably necessary in
carrying out its duties pursuant to this Agreement or any Sub-Servicing
Agreement; (vi) to the extent such information is publicly available or
otherwise available from sources unrelated to this transaction; (vii) to the
extent such disclosure is required by law or court order or is demanded pursuant
to a subpoena; (viii) to the extent such information is required to be delivered
to third parties (including, without limitation, property inspectors, tax
service companies, insurance carriers, and data systems vendors) in connection
with the performance of the Master Servicer's or the Special Servicer's
obligations hereunder; or (ix) to the extent the Depositor consents in writing
to such disclosure. For purposes of this paragraph, the terms "Master Servicer"
and "Special Servicer" shall mean the divisions or departments of such corporate
entities involved in providing services hereunder and their respective officers,
directors and employees. Notwithstanding anything in this Section 3.24 to the
contrary, the Master Servicer, and any Sub-Servicer with the prior written
permission of the Master Servicer, may disseminate pool-wide and general
statistical information relating to the Mortgage Loans and the Mortgage Loan
portfolio being serviced (as to any Sub-Servicer, limited to its own
sub-serviced portfolio), so long as no Mortgagors are identified.

            SECTION 3.25 No Solicitation of Prepayments.

            Neither the Master Servicer nor the Special Servicer shall solicit
or permit any Affiliate to solicit, either directly or indirectly, prepayments
from any Mortgagors under the Mortgage Loans; provided however, that the
foregoing restriction shall not be interpreted to prohibit such solicitation by
a division or department of, or an Affiliate of, the Master Servicer with
respect to the PMCF Mortgage Loans, or otherwise by a division or department of,
or an Affiliate of, the Master Servicer or the Special Servicer if such
solicitation occurs incidentally in the normal course of business and such
solicitation is not conducted, in whole or in part, (i) by an individual engaged
at any time in activities relating to the servicing of Mortgage Loans or (ii)
based upon or otherwise with the benefit of information obtained by or through
the Master Servicer or Special Servicer or from documentation relating to the
Certificates, including without limitation any listing of the Mortgage Loans or
related Mortgagors or Mortgaged Properties. Each Sub-Servicing Agreement shall
contain a provision identical to the foregoing with respect to the related
Sub-Servicer.

            SECTION 3.26 Certain Matters with Respect to Loans Permitting
Defeasance, Franchise Loans and Certain Loans Permitting Additional Debt.

            (a) With respect to each Mortgage Loan as to which the Master
Servicer shall have the discretion pursuant to the terms thereof to require the
related Mortgagor to post defeasance collateral consisting of U.S. government
securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(i)
in an amount sufficient to make all scheduled payments under the Mortgage Note
when due in lieu of making a permitted prepayment, the Master Servicer shall so
require defeasance, provided such defeasance complies with Treasury Regulations
Section 1.860G-2(a)(8). The Master Servicer shall accept as defeasance
collateral any "government security" within the meaning of Treasury Regulations
Section 1.860G-(2)(a)(8)(i) notwithstanding any more restrictive requirements in
the Mortgage.

            (b) The Master Servicer shall require, as a condition to the
exercise by the Mortgagor of any defeasance rights, that the Mortgagor pay any
costs and expenses associated with such exercise.

            (c) To the extent that the terms of a Mortgage permit defeasance,
the Master Servicer shall require the related Mortgagor to deliver a
certification from the Mortgagor's independent certified public accountants as
to the sufficiency of the related U.S. government securities, and provide a copy
of such certification to each Rating Agency and the Directing Certificateholder.

            (d) The Master Servicer shall not approve the form and substance of
any required legal documents in connection with such defeasance unless (i) S&P
and Moody's each shall have confirmed to it in writing that such defeasance will
not result in the withdrawal, downgrade or qualification (if applicable) of the
rating of any Class of Certificates, (ii) it shall have obtained an Opinion of
Counsel that the defeasance complies with applicable REMIC Provisions; and,
(iii) it shall have obtained an accountant's certification that the defeasance
collateral is sufficient to make payments under the related Mortgage Loan for
the remainder of its term.

            (e) With respect to each Mortgage Loan that provides for defeasance,
to the extent permitted by the terms of such Mortgage Loan, or if so requested
by the Rating Agencies, the Master Servicer shall use its best efforts to have
the related Mortgagor (i) designate a Single-Purpose Entity (if the borrower no
longer complies) to assume the Mortgage Loan and own the collateral and (ii)
provide an opinion from counsel that the Trustee has a perfected security
interest in the new collateral.

            (f) To the extent that the terms of a Mortgage relating to a hotel
or restaurant franchise permit the lender thereunder the right to consent to the
change of the franchise association (or "flag") of the related hotel or
restaurant, as the case may be, and subject to the Servicing Standard, the
Master Servicer shall not so consent unless it has received the Directing
Certificateholder's approval, which approval will be deemed given if not done
within ten (10) Business Days following delivery of such request together with
information reasonably necessary to make the decision and each Rating Agency
shall have confirmed to it in writing that such change will not result in the
downgrade, qualification (if applicable) or withdrawal of the rating of any
Class of Certificates.

            (g) To the extent that the terms of Mortgage Loan documents permit
the related Mortgagor, subsequent to the Closing Date, to incur additional debt
secured by the Mortgaged Property and condition such incurrence of additional
debt on lender's consent or the execution of a standstill agreement in form and
substance satisfactory to the lender and subject to the Servicing Standard, the
Master Servicer shall not consent or so approve the form and substance of such
standstill agreement unless Directing Certificateholder and each Rating Agency
shall have confirmed to it in writing that the form and substance of such
standstill agreement is satisfactory to such Rating Agency and that the
execution and delivery of such a standstill agreement with respect to such
additional debt will not result in the downgrade, withdrawal or qualification
(if applicable) of any Class of Certificates.

            (h) To the extent that (i) the outstanding principal balance of a
Mortgage Loan is $20,000,000 or more, or constitutes 2% or more of the then
current principal balance of the Mortgage Pool, and (ii) the terms of the
related Mortgage Loan documents require the consent of the lender for the
transfer of an Over 49% Interest in the related borrower or in any special
purpose entity owning an equity interest in such borrower, or any Over 49%
Interest in any entity owning an Over 49% Interest in any borrower or in any
special purpose entity owning an equity interest in such borrower, the Master
Servicer shall not so consent to such a transfer unless it has received the
prior consent of the Directing Certificateholder which will be deemed given if
not done within ten (10) Business Days following delivery of request for consent
together with any information reasonably necessary to make a decision and each
Rating Agency shall have confirmed to it in writing that such transfer, if
consummated, would not result in the downgrade, qualification (if applicable) or
withdrawal of the rating of any Class of Certificates. For purposes of this
clause (h), an "Over 49% Interest" in any entity refers to any interest
representing over 49% of the equity ownership interests in such entity.

            (i) To the extent that (i) the outstanding principal balance of a
Mortgage Loan is $20,000,000 or more, constitutes 2% or more of the then current
principal balance of the Mortgage Pool, and (ii) the terms of the related
Mortgage Loan documents require the consent of the lender in order for the
related Mortgagor to change the manager of the related Mortgaged Property, the
Master Servicer shall not so consent to such a change in management unless it
has received the prior consent of the Directing Certificateholder which will be
deemed given if not done within ten (10) Business Days following delivery of
request for consent together with any information reasonably necessary to make a
decision and each Rating Agency shall have confirmed to it in writing that such
a change in management, if effected, would not result in the withdrawal,
downgrade or qualification (if applicable) of the rating of any Class of
Certificate.

            (j) Notwithstanding anything contained in this Section 3.26 the
Master Servicer will disregard any objection of the Directing Certificateholder
which would result in a Prohibited Action.

            SECTION 3.27 Application of Default Charges.

            (a) Any and all Default Charges actually received by or on behalf of
the Trust with respect to the Mortgage Pool, shall be applied for the following
purposes and in the following order, in each case to the extent of the remaining
portion of such Default Charges:

                  first, to pay to the Fiscal Agent, the Trustee, the Master
            Servicer or the Special Servicer, in that order, any Advance
            Interest due and owing to such party on outstanding Advances made
            thereby with respect to such Mortgage Loan or REO Loan as to which
            such Default Charges were collected;

                  second, to reimburse the Trust for any Advance Interest paid
            to the Fiscal Agent, the Trustee, the Master Servicer or the Special
            Servicer since the Closing Date with respect to such Mortgage Loan
            or REO as to which such Default Charges were collected, which
            Advance Interest was paid from a source other than Default Charges
            on such Mortgage Loan;

                  third, to pay any other outstanding expense incurred with
            respect to such Mortgage Loan or REO Loan since the Closing Date,
            which expense, if not paid from Default Charges received on such
            Mortgage Loan or REO Loan will likely become an Additional Trust
            Fund Expense, including the reimbursement to the Special Servicer
            for Servicing Advances made for the cost of an inspection made on a
            Specially Serviced Mortgage Loan;

                  fourth, to reimburse the Trust for any other Additional Trust
            Fund Expenses incurred with respect to such Mortgage Loan or REO
            Loan since the Closing Date, which expense was previously paid from
            a source other than Default Charges received on such Mortgage Loan
            or REO Loan; and

                  fifth, to pay any remaining portion of such Default Charges as
            additional servicing compensation to the Master Servicer, if such
            Default Charges were collected with respect to a non-Specially
            Serviced Mortgage Loan, and otherwise to pay any remaining portion
            of such Default Charges as additional servicing compensation to the
            Special Servicer.

            (b) Default Charges applied to reimburse the Trust pursuant to
either clause second or clause fourth of Section 3.27(a) are intended to be
available for distribution on the Certificates pursuant to Section 4.01(b),
subject to application pursuant to Section 3.05(a) or 3.05(b) for any items
payable out of general collections on the Mortgage Pool. Default Charges applied
to reimburse the Trust pursuant to either clause second or clause fourth of
Section 3.27(a) shall be deemed to offset payments of Advance Interest or other
Additional Trust Fund Expenses (depending on which clause is applicable) in the
chronological order in which they were made or incurred (whereupon such Advance
Interest or other Additional Trust Fund Expenses (depending on which clause is
applicable) shall thereafter be deemed to have been paid out of Default
Charges).

            SECTION 3.28 Swap Documents.

            (a) On the Closing Date, the Trustee, not in its individual capacity
but solely in its capacity as Trustee on behalf of the Trust, is hereby directed
to enter into the following agreements, including, without limiting the
generality of the foregoing, the Schedule to the related ISDA Master Agreement
and the other Swap Documents with the Swap Counterparty.

            (b) On the second Business Day prior to each Distribution Date,
based on the reports provided by the Master Servicer pursuant to Section 4.02(b)
or on information that the Trustee obtains from the Swap Counterparty pursuant
to Section 4.01(k) or the Swap Documents, and subject to the priorities set
forth in Sections 4.01(a) and 4.01(b) hereof, the Trustee shall calculate the
net payment, if any, due to the Swap Counterparty or payable to the Trustee by
the Swap Counterparty under the Swap Documents, based upon the projected payment
that will be payable on the Class A-2F Regular Interest pursuant to the
priorities set forth in Section 4.01(b) and the Pass-Through Rate of the Class
A-2F Regular Interest and the Class A-2F Certificates and the amount of any
Prepayment Premium payable on the Class A-2F Regular Interest. By 5:00 p.m. (New
York time) on each Master Servicer Remittance Date, the Trustee shall remit the
Net Swap Payment, if any, to the Swap Counterparty from the Floating Rate
Account. Such payment shall be deemed a distribution in respect of the Class
A-2F Regular Interest pursuant to Section 4.01(b), and of corresponding amounts
in respect of the REMIC I Regular Interests LA-2FC and LA-2FP, as the case may
be, pursuant to Section 4.01(a)(ii) for such Distribution Date.

            (c) The Trustee shall be deemed to deposit the amount distributed in
respect of the Class A-2F Regular Interest pursuant to Section 4.01(b) and,
promptly upon receipt of any payment or other receipt in respect of the Swap
Documents, the Trustee shall deposit the same into the Floating Rate Account.

            (d) The Trustee shall at all times enforce, in a commercially
reasonable manner, the Trust Fund's rights under the Swap Documents, including
without limitation, if a Rating Agency Trigger Event occurs and is continuing,
the Trustee will enforce the Trust Fund's rights with respect to the Swap
Counterparty's obligations under the Swap Documents to, pursuant to the Swap
Documents, post collateral or find (and transfer its rights and obligations
under the Swap Documents to) a replacement swap counterparty that would not
cause a Rating Agency Trigger Event with respect to such replacement swap
counterparty.

            The Trustee will have no obligation on behalf of the Trust Fund to
pay to the Swap Counterparty any portion of the Fixed Interest Distribution
unless and until the interest payment is deemed made on the Class A-2F Regular
Interest in respect of amounts actually received by the Trustee in the
Distribution Account from the Master Servicer on the Master Servicer Remittance
Date or any other date. The Trustee may receive funds from the Swap Counterparty
representing the net amount payable to the Trustee pursuant to the Swap
Documents and the Trustee shall be required to pay to the Swap Counterparty the
portion of interest and other amounts payable on the Class A-2F Regular Interest
which is equal to the net amount payable to the Swap Counterparty pursuant to
the Swap Documents (the "Net Swap Payment").

            (e) In the event that the Swap Documents are terminated and there is
no replacement thereof, the Trustee shall provide or cause to be provided the
following notice of such termination in the next Distribution Date Statement:
"The Swap Documents with respect to the Class A-2F Certificates are terminated
as of [date]. Certificateholders and Beneficial Owners that are Plans are
advised that the Exemption will no longer apply to the Class A-2F Certificates,
effective sixty (60) days after the receipt of this notice. All capitalized
terms used in this notice shall have the meaning assigned to them in the Pooling
and Servicing Agreement."

            (f) Any expense incurred by the Trustee under Section 3.28(d) shall
not constitute an expense to the portion of the Trust Fund attributable to the
Class A-2F Certificates unless the Trustee determines that such expense will not
be recoverable from the Swap Counterparty or otherwise under the Swap Documents.
Factors the Trustee may consider when making a recoverability determination with
respect to the reimbursement of such expenses include, but are not limited to,
(i) the financial condition of the Swap Counterparty and (ii) the likelihood
that the Swap Counterparty will make such reimbursements in the event the
Trustee pursues appropriate legal action or other commercially reasonable
enforcement and collection measures.


                                   ARTICLE IV

               PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS

            SECTION 4.01 Distributions.

            (a) (i) On each Distribution Date, amounts held in the Distribution
Account shall be withdrawn or deemed to be withdrawn (to the extent of the
Available Distribution Amount the "REMIC I Distribution Amount") in the case of
all Classes of REMIC I Regular Interests and distributed or deemed to be
distributed on the REMIC I Regular Interests as set forth in Section 4.01(a)(ii)
and distributed on the Class R-I Certificates as set forth in Section
4.01(a)(iii) provided however, that distributions of principal (A) with respect
to the Class A-2 Certificates shall be deemed to have first been distributed
from REMIC I to REMIC II in respect of REMIC I Regular Interest LA-2C until its
REMIC I Principal Balance is reduced to zero and then to REMIC I Regular
Interest LA-2P and (B) with respect to the Class A-2F Regular Interest shall be
deemed to have first been distributed from REMIC I to REMIC II in respect of
REMIC I Regular Interest LA-2FC until its REMIC I Principal Balance is reduced
to zero and then to REMIC I Regular Interest LA-2FP. Thereafter, until
distributed to the Certificateholders, such amounts shall be considered to be
held in the REMIC II Distribution Account and deemed to be distributed on the
Class A-2F Regular Interest as set forth in Section 4.01(b).

            (ii) Principal and interest amounts, reimbursement of Realized
      Losses and Additional Trust Fund Expenses and timing of distributions on
      each REMIC I Regular Interest will be identical to such amounts,
      reimbursements and timing on the related Corresponding Certificates or the
      Corresponding Class A-2F Regular Interest, except that, (A) solely for
      this purpose, all calculations of interest with respect to the
      Corresponding REMIC I Regular Interests shall be made as though the Class
      A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G,
      Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and
      Class Q Certificate Pass-Through Rates and the Pass-Through Rate for the
      Class A-2F Regular Interest were equal to the Weighted Average Adjusted
      Net Mortgage Rate and as though the Class XC Notional Amount and Class XP
      Notional Amount were zero at all times and such that the amounts and
      timing of interest distributions on each Corresponding REMIC I Regular
      Interest represent the aggregate of the corresponding amounts on each
      Class of Corresponding Certificates or the Corresponding Class A-2F
      Regular Interest and its related Component of the Class XC and Class XP
      Certificates; provided that (A) interest shall be distributed on such
      REMIC I Regular Interest only in the same priority and to the extent
      actually distributable on such related Class of Certificate (or the
      Corresponding Class A-2F Regular Interest) or related Component and
      interest distributable on a Class of Class X Certificates shall be
      distributable pro rata among the related Components.

            (iii) Any amount that remains in the REMIC I Distribution Account on
      each Distribution Date after distribution of the REMIC I Distribution
      Amount and Prepayment Premiums allocable to the REMIC I Regular Interests
      pursuant to Section 4.01(c) shall be distributed to the Holders of the
      Class R-I Certificates (but only to the extent of the Available
      Distribution Amount for such Distribution Date remaining in the
      Distribution Account, if any).

            (b) On each Distribution Date, to the extent of the Available
Distribution Amount for such Distribution Date, the Trustee shall transfer or be
deemed to transfer the REMIC I Distribution Amount from the Distribution Account
to the REMIC II Distribution Account in the amounts set forth in Section
4.01(a)(i) with respect to each Class of REMIC I Regular Interest, and
immediately thereafter, shall make distributions thereof from the REMIC II
Distribution Account to the REMIC II Regular Certificates and to the Floating
Rate Account in respect of the Class A-2F Regular Interest in the order of
priority set forth in clauses (i) through (xlviii) below, satisfying in full, to
the extent required and possible, each priority before making any distribution
with respect to any succeeding priority.

            (i) to distributions of interest to Holders of the Class A-1
      Certificates, the Class A-2 Certificates, the Class XC Certificates, the
      Class XP Certificates and the Class A-2F Regular Interest, pro rata, in
      accordance with the respective amounts of Distributable Certificate
      Interest payable in respect of such Classes described in this clause (i),
      in an amount equal to all Distributable Certificate Interest in respect of
      each such Class for such Distribution Date and, to the extent not
      previously paid, for all prior Distribution Dates;

            (ii) to distributions of principal sequentially, first to the
      Holders of the Class A-1 Certificates and second pro rata, to the holders
      of the Class A-2 Certificates and Class A-2F Regular Interest, in each
      case in an amount (not to exceed the Class Principal Balance of such Class
      of Certificates outstanding immediately prior to such Distribution Date)
      equal to the remaining Principal Distribution Amount for such Distribution
      Date;

            (iii) to reimburse the Holders of the Class A-1 Certificates, Class
      A-2 Certificates and Class A-2F Regular Interest, up to an amount equal
      to, and pro rata as among such Classes in accordance with, the respective
      amounts of Realized Losses and Additional Trust Fund Expenses, if any,
      previously allocated to the Class Principal Balance of such Classes and
      for which no reimbursement has previously been paid;

            (iv) to distributions of interest to the Holders of the Class B
      Certificates in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (v) if the Class Principal Balances of the Class A-1 Certificates,
      Class A-2 Certificates and Class A-2F Regular Interest have been reduced
      to zero, to distributions of principal to the Holders of the Class B
      Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class B Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire remaining Principal Distribution
      Amount for such Distribution Date;

            (vi) to distributions to the Holders of the Class B Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class B Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (vii) to distributions of interest to the Holders of the Class C
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (viii) if the Class Principal Balances of the Class A-1
      Certificates, Class A-2 Certificates, Class A-2F Regular Interest and
      Class B Certificates have been reduced to zero, to distributions of
      principal to the Holders of the Class C Certificates, in an amount (not to
      exceed the Class Principal Balance of the Class C Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire remaining
      Principal Distribution Amount for such Distribution Date;

            (ix) to distributions to the Holders of the Class C Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class C Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (x) to distributions of interest to the Holders of the Class D
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xi) if the Class Principal Balances of the Class A-1 Certificates,
      Class A-2 Certificates, Class A-2F Regular Interest, Class B Certificates
      and Class C Certificates have been reduced to zero, to distributions of
      principal to the Holders of the Class D Certificates, in an amount (not to
      exceed the Class Principal Balance of the Class D Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire remaining
      Principal Distribution Amount for such Distribution Date;

            (xii) to distributions to the Holders of the Class D Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class D Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (xiii) to distributions of interest to the Holders of the Class E
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xiv) if the Class Principal Balances of the Class A-1 Certificates,
      Class A-2 Certificates, Class A-2F Regular Interest, Class B Certificates,
      Class C Certificates and Class D Certificates have been reduced to zero,
      to distributions of principal to the Holders of the Class E Certificates,
      in an amount (not to exceed the Class Principal Balance of the Class E
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire remaining Principal Distribution Amount for such
      Distribution Date;

            (xv) to distributions to the Holders of the Class E Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class E Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (xvi) to distributions of interest to the Holders of the Class F
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xvii) if the Class Principal Balances of the Class A-1
      Certificates, Class A-2 Certificates, Class A-2F Regular Interest, Class B
      Certificates, Class C Certificates, Class D Certificates and Class E
      Certificates have been reduced to zero, to distributions of principal to
      the Holders of the Class F Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class F Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire remaining
      Principal Distribution Amount for such Distribution Date;

            (xviii) to distributions to the Holders of the Class F Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class F Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (xix) to distributions of interest to the Holders of the Class G
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xx) if the Class Principal Balances of the Class A-1 Certificates,
      Class A-2 Certificates, Class A-2F Regular Interest, Class B Certificates,
      Class C Certificates, Class D Certificates, Class E Certificates and Class
      F Certificates have been reduced to zero, to distributions of principal to
      the Holders of the Class G Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class G Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire remaining
      Principal Distribution Amount for such Distribution Date;

            (xxi) to distributions to the Holders of the Class G Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class G Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (xxii) to distributions of interest to the Holders of the Class H
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xxiii) if the Class Principal Balances of the Class A-1
      Certificates, Class A-2 Certificates, Class A-2F Regular Interest, Class B
      Certificates, Class C Certificates, Class D Certificates, Class E
      Certificates, Class F Certificates and Class G Certificates have been
      reduced to zero, to distributions of principal to the Holders of the Class
      H Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class H Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire remaining Principal Distribution
      Amount for such Distribution Date;

            (xxiv) to distributions to the Holders of the Class H Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class H Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (xxv) to distributions of interest to the Holders of the Class J
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xxvi) if the Class Principal Balances of the Class A-1
      Certificates, Class A-2 Certificates, Class A-2F Regular Interest, Class B
      Certificates, Class C Certificates, Class D Certificates, Class E
      Certificates, Class F Certificates, Class G Certificates and Class H
      Certificates have been reduced to zero, to distributions of principal to
      the Holders of the Class J Certificates, in an amount (not to exceed the
      Class Principal Balances of the Class J Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire remaining
      Principal Distribution Amount for such Distribution Date;

            (xxvii) to distributions to the Holders of the Class J Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balances of the Class J Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (xxviii) to distributions of interest to the Holders of the Class K
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xxix) if the Class Principal Balances of the Class A-1
      Certificates, Class A-2 Certificates, Class A-2F Regular Interest, Class B
      Certificates, Class C Certificates, Class D Certificates, Class E
      Certificates, Class F Certificates, Class G Certificates, Class H
      Certificates and Class J Certificates have been reduced to zero, to
      distributions of principal to the Holders of the Class K Certificates, in
      an amount (not to exceed the Class Principal Balance of the Class K
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire remaining Principal Distribution Amount for such
      Distribution Date;

            (xxx) to distributions to the Holders of the Class K Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class K Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (xxxi) to distributions of interest to the Holders of the Class L
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xxxii) if the Class Principal Balances of the Class A-1
      Certificates, Class A-2 Certificates, Class A-2F Regular Interest, Class B
      Certificates, Class C Certificates, Class D Certificates, Class E
      Certificates, Class F Certificates, Class G Certificates, Class H
      Certificates, Class J Certificates and Class K Certificates have been
      reduced to zero, to distributions of principal to the Holders of the Class
      L Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class L Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire remaining Principal Distribution
      Amount for such Distribution Date;

            (xxxiii) to distributions to the Holders of the Class L
      Certificates, in an amount equal to, and in reimbursement of, all Realized
      Losses and Additional Trust Fund Expenses, if any, that were previously
      allocated to the Class Principal Balance of the Class L Certificates and
      that remain unreimbursed immediately prior to such Distribution Date;

            (xxxiv) to distributions of interest to the Holders of the Class M
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xxxv) if the Class Principal Balances of the Class A-1
      Certificates, Class A-2 Certificates, Class A-2F Regular Interest, Class B
      Certificates, Class C Certificates, Class D Certificates, Class E
      Certificates, Class F Certificates, Class G Certificates, Class H
      Certificates, Class J Certificates, Class K Certificates and Class L
      Certificates have been reduced to zero, to distributions of principal to
      the Holders of the Class M Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class M Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire remaining
      Principal Distribution Amount for such Distribution Date;

            (xxxvi) to distributions to the Holders of the Class M Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class M Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (xxxvii) to distributions of interest to the Holders of the Class N
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xxxviii) if the Class Principal Balances of the Class A-1
      Certificates, Class A-2 Certificates, Class A-2F Regular Interest, Class B
      Certificates, Class C Certificates, Class D Certificates, Class E
      Certificates, Class F Certificates, Class G Certificates, Class H
      Certificates, Class J Certificates, Class K Certificates, Class L
      Certificates and Class M Certificates have been reduced to zero, to
      distributions of principal to the Holders of the Class N Certificates, in
      an amount (not to exceed the Class Principal Balance of the Class N
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire remaining Principal Distribution Amount for such
      Distribution Date;

            (xxxix) to distributions to the Holders of the Class N Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class N Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (xl) to distributions of interest to the Holders of the Class O
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xli) if the Class Principal Balances of the Class A-1 Certificates,
      Class A-2 Certificates, Class A-2F Regular Interest, Class B Certificates,
      Class C Certificates, Class D Certificates, Class E Certificates, Class F
      Certificates, Class G Certificates, Class H Certificates, Class J
      Certificates, Class K Certificates, Class L Certificates, Class M
      Certificates and Class N Certificates have been reduced to zero, to
      distributions of principal to the Holders of the Class O Certificates, in
      an amount (not to exceed the Class Principal Balance of the Class O
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire remaining Principal Distribution Amount for such
      Distribution Date;

            (xlii) to distributions to the Holders of the Class O Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class O Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (xliii) to distributions of interest to the Holders of the Class P
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xliv) if the Class Principal Balances of the Class A-1
      Certificates, Class A-2 Certificates, Class A-2F Regular Interest, Class B
      Certificates, Class C Certificates, Class D Certificates, Class E
      Certificates, Class F Certificates, Class G Certificates, Class H
      Certificates, Class J Certificates, Class K Certificates, Class L
      Certificates, Class M Certificates, Class N Certificates and Class O
      Certificates have been reduced to zero, to distributions of principal to
      the Holders of the Class P Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class P Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire remaining
      Principal Distribution Amount for such Distribution Date;

            (xlv) to distributions to the Holders of the Class P Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class P Certificates and that remain
      unreimbursed immediately prior to such Distribution Date; and

            (xlvi) to distributions of interest to the Holders of the Class Q
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xlvii) if the Class Principal Balances of the Class A-1
      Certificates, Class A-2 Certificates, Class A-2F Regular Interest, Class B
      Certificates, Class C Certificates, Class D Certificates, Class E
      Certificates, Class F Certificates, Class G Certificates, Class H
      Certificates, Class J Certificates, Class K Certificates, Class L
      Certificates, Class M Certificates, Class N Certificates, Class O
      Certificates and Class P Certificates have been reduced to zero, to
      distributions of principal to the Holders of the Class Q Certificates, in
      an amount (not to exceed the Class Principal Balance of the Class Q
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire remaining Principal Distribution Amount for such
      Distribution Date;

            (xlviii) to distributions to the Holders of the Class Q
      Certificates, in an amount equal to, and in reimbursement of, all Realized
      Losses and Additional Trust Fund Expenses, if any, that were previously
      allocated to the Class Principal Balance of the Class Q Certificates and
      that remain unreimbursed immediately prior to such Distribution Date; and

            (xlix) to distributions to the Holders of the Class R-II
      Certificates, in an amount equal to the balance, if any, of the Available
      Distribution Amount for such Distribution Date remaining after the
      distributions to be made on such Distribution Date pursuant to clauses (i)
      through (xxi) above;

provided that, on each Distribution Date coinciding with or following the Senior
Principal Distribution Cross-Over Date, and in any event on the Final
Distribution Date, the payments of principal to be made pursuant to clause (ii)
above, will be so made to the Holders of the Class A-1 Certificates, Class A-2
Certificates and Class A-2F Regular Interest, subject to available funds, up to
an amount equal to, and pro rata as among such Classes in accordance with, the
respective then outstanding Class Principal Balances of such Classes, and
without regard to the Principal Distribution Amount for such date; and provided,
further, that, on the Final Distribution Date, the payments of principal to be
made pursuant to any of clauses (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii),
(xxvi), (xxix), (xxxii), (xxxv), (xxxviii), (xli), (xliv) and (xlvii) above with
respect to any Class of Sequential Pay Certificates, will be so made to the
Holders thereof, subject to available funds, up to an amount equal to the entire
then outstanding Class Principal Balance of such Class of Certificates, and
without regard to the Principal Distribution Amount for such date. References to
"remaining Principal Distribution Amount" in clause (ii) above, in connection
with payments of principal to be made to the Holders of the Class A-1
Certificates, Class A-2 Certificates and Class A-2F Regular Interest shall be to
the Principal Distribution Amount for such Distribution Date, net of any
distributions of principal made in respect thereof to the Holders of each other
Class of Class A Certificates, if any, that pursuant to clause (ii) above has an
earlier right to payment with respect thereto. References to "remaining
Principal Distribution Amount" in any of clauses (v), (viii), (xi), (xiv),
(xvii), (xx), (xxiii), (xxvi), (xxix), (xxxii), (xxxv), (xxxviii), (xli), (xliv)
and (xlvii) above, in connection with the payments of principal to be made to
the Holders of any Class of Sequential Pay Certificates, shall be to the
Principal Distribution Amount for such Distribution Date, net of any payments of
principal made in respect thereof to the Holders of each other Class of
Sequential Pay Certificates that has a higher Payment Priority.

            All distributions of interest made in respect of the Class XC and
Class XP Certificates on any Distribution Date pursuant to clause (i) above,
shall be deemed to have been made in respect of all the Components of such
Class, pro rata in accordance with the respective amounts of interest that would
be payable on such Components on such Distribution Date based on the Class XC
Strip Rate and Class XP Strip Rate, as applicable, of such Component multiplied
by its Component Notional Amount, less an allocable portion of any Prepayment
Interest Shortfall, together with any amounts thereof remaining unpaid from
previous Distribution Dates.

            (c) (i) On each Distribution Date, Prepayment Premiums collected
during the related Collection Period will be distributed by the Trustee to the
following Classes: to the Class A-1 Certificates, Class A-2 Certificates, Class
A-2F Regular Interest, Class B Certificates, Class C Certificates, Class D
Certificates, Class E Certificates, Class F Certificates, Class G Certificates,
Class H Certificates and Class J Certificates, in an amount equal to the product
of (a) a fraction whose numerator is the amount distributed as principal to such
Class on such Distribution Date, and whose denominator is the total amount
distributed as principal to the Class A-1 Certificates, Class A-2 Certificates,
Class A-2F Regular Interest, Class B Certificates, Class C Certificates, Class D
Certificates, Class E Certificates, Class F Certificates, Class G Certificates,
Class H Certificates, Class J Certificates, Class K Certificates, Class L
Certificates, Class M Certificates, Class N Certificates, Class O Certificates,
Class P Certificates, and Class Q Certificates on such Distribution Date, (b)
the Base Interest Fraction for the related principal payment on such Class of
Certificates, and (c) the aggregate amount of Prepayment Premiums relating to
the Mortgage Loans collected on such principal prepayments during the related
Collection Period. Any Prepayment Premiums collected during the related
Collection Period remaining after such distributions will be distributed to the
holders of the Class XC Certificates.

            (ii) The "Base Interest Fraction" with respect to any principal
      prepayment on any Mortgage Loan and with respect to any Class of Regular
      Certificates (other than the Class A-2F Certificates) and the Class A-2F
      Regular Interest is a fraction (a) whose numerator is the amount, if any,
      by which (i) the Pass-Through Rate on such Class of Certificates exceeds
      (ii) the discount rate used in accordance with the related Mortgage Loan
      documents in calculating the Prepayment Premium with respect to such
      Principal Prepayment and (b) whose denominator is the amount, if any, by
      which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the
      discount rate used in accordance with the related Mortgage Loan documents
      in calculating the yield maintenance charge with respect to such principal
      prepayment. However, under no circumstances shall the Base Interest
      Fraction be greater than one. If such discount rate is greater than or
      equal to the lesser of (x) the Mortgage Rate on such Mortgage Loan and (y)
      the Pass-Through Rate described in the preceding sentence, then the Base
      Interest Fraction will equal zero.

            (iii) No Prepayment Premiums will be distributed to the holders of
      the Class K, Class L, Class M, Class N, Class O, Class P or Class Q
      Certificates. After the Certificate Principal Balances of the Class A-1
      Certificates, Class A-2 Certificates, Class B Certificates, Class C
      Certificates, Class D Certificates, Class E Certificates, Class F
      Certificates, Class G Certificates, Class H Certificates and Class J
      Certificates and the Class A-2F Regular Interest have been reduced to
      zero, all Prepayment Premiums and yield maintenance charges with respect
      to the Mortgage Loans shall be distributed to the holders of the Class XC
      Certificates.

            (iv) All distributions of Prepayment Premiums made in respect of the
      respective Classes of Regular Certificates on each Distribution Date
      pursuant to Section 4.01(c)(i) shall first be deemed to be distributed
      from REMIC I to REMIC II in respect of the REMIC I Regular Interests, pro
      rata based upon the amount of principal distributed in respect of each
      Class of REMIC I Regular Interest for such Distribution Date pursuant to
      Section 4.01(a)(ii) above.

            (v) For so long as the Swap Documents are in effect, the Prepayment
      Premiums allocated to the Class A-2F Regular Interest shall be payable to
      the Swap Counterparty pursuant to the terms of the Swap Documents. If the
      Swap Documents are no longer in effect, any Prepayment Premiums allocable
      to the Class A-2F Regular Interest shall be distributed to the Class A-2F
      Certificates.

            (vi) The Trustee shall distribute any payment received from PMCF
      pursuant to that certain agreement among Bank of America, PMCF and BCRF,
      dated as of October 15, 2001 relating to certain payments to be made by
      PMCF in accordance with the terms of such agreement to the Classes of
      Certificates then so entitled to Prepayment Premiums as set forth in and
      the same manner as provided in Section 4.01(c)(i).

            (d) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise provided below, all such distributions with respect to each Class of
Certificates on each Distribution Date shall be made to the Certificateholders
of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the
account of any such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form
of a standing order applicable to all subsequent Distribution Dates), or
otherwise by check mailed to the address of such Certificateholder as it appears
in the Certificate Register. The final distribution on each Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate)
will be made in like manner, but only upon presentation and surrender of such
Certificate at the Corporate Trust Office or such other location specified in
the notice to Certificateholders of such final distribution. Any distribution
that is to be made with respect to a Certificate in reimbursement of a Realized
Loss or Additional Trust Fund Expense previously allocated thereto, which
reimbursement is to occur after the date on which such Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Certificateholder that surrendered such Certificate
as such address last appeared in the Certificate Registrar or to any other
address of which the Trustee was subsequently notified in writing.

            (e) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer
or the REMIC Administrator shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.

            (f) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund in respect of their Certificates, and all
rights and interests of the Certificateholders in and to such distributions,
shall be as set forth in this Agreement. Neither the Holders of any Class of
Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates. Distributions in reimbursement of
Realized Losses and Additional Trust Fund Expenses previously allocated to a
Class of Certificates shall not constitute distributions of principal and shall
not result in a reduction of the related Class Principal Balance.

            (g) Except as otherwise provided in Section 9.01, whenever the
Trustee expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to such
Class of Certificates) will be made on the next Distribution Date, the Trustee
shall, as soon as practicable in the month in which such Distribution Date
occurs, mail to each Holder of such Class of Certificates as of the date of
mailing a notice to the effect that:

            (i) the Trustee expects that the final distribution with respect to
      such Class of Certificates will be made on such Distribution Date but only
      upon presentation and surrender of such Certificates at the Corporate
      Trust Office or such other location therein specified, and

            (ii) no interest shall accrue on such Certificates from and after
      such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six (6) months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one (1) year
after the second notice all such Certificates shall not have been surrendered
for cancellation, the Trustee, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(g). If all of the Certificates
shall not have been surrendered for cancellation by the second anniversary of
the delivery of the second notice, the Trustee shall distribute to the Class
R-II Certificateholders all unclaimed funds and other assets which remain
subject hereto.

            (h) Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall indicate the amount withheld to such
Certificateholders. Such amounts shall be deemed to have been distributed to
such Certificateholders for all purposes of this Agreement.

            (i) On each Distribution Date, any Excess Interest received during
the related Collection Period with respect to the Mortgage Loans shall be
distributed to the holders of the Class Q Certificates.

            (j) On each Master Servicer Remittance Date, the Trustee shall
distribute from the Floating Rate Account to the Swap Counterparty the Net Swap
Payment, pursuant to Section 3.28(b). On each Distribution Date, the Trustee
shall distribute the Class A-2F Available Funds for such Distribution Date from
the Floating Rate Account to the Holders of record of the Class A-2F
Certificates as of the related Record Date in the following amounts: (i) the
Class A-2F Interest Distribution Amount, and (ii) the Class A-2F Principal
Distribution Amount. For so long as the Swap Documents are in effect, any
Prepayment Premium paid on the Class A-2F Regular Interest shall be payable to
the Swap Counterparty pursuant to the terms of the Swap Documents.

            For as long as a Swap Default has occurred and the Class A-2F
Certificates are receiving the Fixed Interest Distribution, the Class A-2F
Certificates shall accrue interest on the same basis and in the same manner as
the Class A-2F Regular Interest.

            If in connection with a Swap Default and the conversion of the Class
A-2F Pass Through Rate to a fixed interest rate, there is insufficient time for
the Depository to make such change in payment terms to the Class A-2F
Certificates, a delay in making a distribution of interest to the holders of the
Class A-2F Certificates may result. Under such circumstances, the Trustee shall
not be liable or otherwise responsible for such delay.

            If at any time the Swap Documents become subject to early
termination due to the occurrence of an event of default or a termination event
thereunder, the Trustee shall promptly provide written notice to the Holders of
the Class A-2F Certificates and shall take such actions (following the
expiration of any applicable grace periods), unless directed in writing by the
Certificateholders evidencing, in the aggregate, not less than 25% of the Voting
Rights of the Class A-2F Certificates, to enforce the rights of the Trust under
the Swap Documents as may be permitted by the terms of the Swap Documents and
consistent with the terms hereof, and shall apply the proceeds of any such
actions (including, without limitation, the proceeds of the liquidation of any
collateral pledged by the Swap Counterparty) to enter into a replacement
interest rate swap agreement on substantially identical terms or on such other
terms reasonably acceptable to the Trustee as each Rating Agency may confirm in
writing that such action will not result in a qualification, downgrade or
withdrawal of the then-current ratings of the Certificates. If the costs
attributable to entering into a replacement interest rate swap agreement will
exceed the sum of the net proceeds of the liquidation of the Swap Documents, a
replacement interest rate swap agreement shall not be entered into. Prior to the
application of any proceeds in accordance with the terms of this paragraph, such
proceeds shall be deposited in a segregated trust account, which shall be an
Eligible Account, established by the Trustee and identified as held in trust for
the benefit of the Certificateholders of the Class A-2F Certificates. Any
proceeds of the liquidation of the Swap Documents which exceed the costs,
including the reasonable out-of-pocket expenses of the Trustee which shall be
paid from such proceeds, attributable to entering into a replacement interest
rate swap agreement (or if no replacement interest rate swap agreement is
entered into) shall be deposited into the Floating Rate Account and shall be
distributed, pro rata, to the holders of the Class A-2F Certificates. Any
termination payments due to the Swap Counterparty under the Swap Documents shall
be payable solely from a portion, if any, of the Fixed Interest Distribution
remaining after all other amounts have been paid under the Class A-2F Regular
Interest (including all principal amounts outstanding).

            The Trustee shall be entitled to conclusively rely on the report
from the Swap Counterparty that specifies LIBOR for any Interest Accrual Period,
provided that the Trustee shall confirm LIBOR with respect to each Distribution
Date.

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

            (a) On each Distribution Date, the Trustee shall provide or make
available, either in electronic format or by first-class mail to each Holder
(and, if it shall have certified to the Trustee as to its Ownership Interest in
a Class of Book-Entry Certificates, each Certificate Owner) of the Regular
Certificates and to the Rating Agencies a statement (a "Distribution Date
Statement"), substantially in the form contemplated on pages C-1 through C-17 of
the Prospectus Supplement, as to the distributions made on such Distribution
Date setting forth:

            (i) the amount of the distribution, if any, on such Distribution
      Date to the Holders of each Class of Regular Certificates in reduction of
      the Class Principal Balance thereof;

            (ii) the amount of the distribution, if any, on such Distribution
      Date to the Holders of each Class of Regular Certificates allocable to
      Distributable Certificate Interest and the amount of the distribution, if
      any, on such Distribution Date to the Holders of each Class of Regular
      Certificates allocable to Prepayment Premiums;

            (iii) the Available Distribution Amount for such Distribution Date;

            (iv) the aggregate amount of P&I Advances (both as to those within
      any applicable grace period and those which are beyond any applicable
      grace period, together with the aggregate amount of delinquencies) and
      other Servicing Advances made in respect of the immediately preceding
      Distribution Date;

            (v) P&I Advances outstanding as of the Master Servicer Remittance
      Date;

            (vi) the aggregate amount of P&I Advances made in respect of the
      immediately preceding Determination Date;

            (vii) the aggregate Stated Principal Balance of the Mortgage Pool
      outstanding immediately before and immediately after such Distribution
      Date;

            (viii) the number, aggregate principal balance, weighted average
      remaining term to maturity and weighted average Mortgage Rate of the
      Mortgage Pool as of the end of the Collection Period for the immediately
      preceding Determination Date;

            (ix) as of the Determination Date for the related Distribution Date,
      the number, aggregate unpaid principal balance and specific identification
      (by loan number) of Mortgage Loans (A) delinquent 30-59 days, (B)
      delinquent 60-89 days, (C) delinquent 90 or more days, (D) current but
      specially serviced or in foreclosure but not a REO Property and (E)
      identification of Mortgage Loans the Mortgagor for which is subject to
      bankruptcy;

            (x) with respect to any REO Property included in the Trust Fund as
      of the end of the Collection Period for such Distribution Date, the
      principal balance of the Mortgage Loan as of the date such Mortgage Loan
      became delinquent;

            (xi) the Accrued Certificate Interest and Distributable Certificate
      Interest in respect of each Class of Regular Certificates for such
      Distribution Date;

            (xii) the aggregate amount of Distributable Certificate Interest
      payable in respect of each Class of Regular Certificates on such
      Distribution Date, including, without limitation, any Distributable
      Certificate Interest remaining unpaid from prior Distribution Dates and,
      following the occurrence of a Swap Default, notification that the amount
      of interest (the Class A-2F Regular Interest Distributable Certificate
      Interest) distributed on the Class A-2F Certificates is the respective
      Fixed Interest Distribution which is being paid as a result of a Swap
      Default;

            (xiii) any unpaid Distributable Certificate Interest in respect of
      each Class of Regular Certificates after giving effect to the
      distributions made on such Distribution Date;

            (xiv) the Pass-Through Rate for each Class of Regular Certificates
      for such Distribution Date;

            (xv) the Principal Distribution Amount for such Distribution Date,
      separately identifying the respective components of such amount;

            (xvi) the aggregate of all Realized Losses incurred during the
      related Collection Period and all Additional Trust Fund Expenses (broken
      down by type of expense) incurred during the related Collection Period,
      and an itemization of all such Additional Trust Fund Expenses;

            (xvii) the Certificate Principal Balance or Notional Amount, as the
      case may be, of each Class of Regular Certificates outstanding immediately
      before and immediately after such Distribution Date, separately
      identifying any reduction therein due to the allocation of Realized Losses
      and Additional Trust Fund Expenses on such Distribution Date;

            (xviii) the Certificate Factor for each Class of Regular
      Certificates immediately following such Distribution Date;

            (xix) the aggregate amount of servicing fees paid to the Master
      Servicer and the Special Servicer, collectively and separately, during the
      related Collection Period; and

            (xx) a brief description of any material, waiver, modification or
      amendment of any Mortgage Loan entered into by the Master Servicer or
      Special Servicer pursuant to Section 3.20 during the related Collection
      Period;

            (xxi) current and cumulative outstanding Advances;

            (xxii) current prepayments and curtailments;

            (xxiii) the number and aggregate principal balance of Mortgage Loans
      as to which foreclosure proceedings have been commenced as to the related
      Mortgaged Property;

            (xxiv) the ratings from all Rating Agencies for all classes of
      Certificates.

            (xxv) LIBOR as calculated for the related Distribution Date;

            (xxvi) the amounts received and paid in respect of the Swap
      Documents;

            (xxvii) identification of any Rating Agency Trigger Event or Swap
      Default of which the Trustee has received notice as having occurred as of
      or prior to the close of business on the last day of the immediately
      preceding calendar month with respect to the Swap Documents;

            (xxviii) (A) following the occurrence of a Swap Default, the amount
      of any payment to any successor interest rate swap counterparty to enter
      into a replacement interest rate swap agreement, and (B) collateral posted
      in connection with any Rating Agency Trigger Event; and

            (xxix) the amount of and identification of any payments on the Class
      A-2F Certificates in addition to the amount of principal and interest due
      thereon, such as any payment received in connection with the Swap
      Documents or any payment of a Prepayment Premium after the termination of
      the Swap Documents required to be distributed on the Class A-2F
      Certificates pursuant to the terms of this Agreement.

            Any item of information disclosed to the Trustee by the Master
Servicer pursuant to Section 3.19(a) since the preceding Distribution Date (or,
in the case of the initial Distribution Date, since the Closing Date) shall be
made available with the Distribution Date Statement.

            In the case of information furnished pursuant to clauses (i) and
(ii) above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per Single Certificate. Except
with respect to the Certificate Factor (required to be reported by clause (xvi)
above), financial information reported by the Trustee to the Certificateholders
pursuant to this Section 4.02 shall be expressed as a dollar amount rounded to
the nearest whole cent. Absent actual knowledge of an error therein, the Trustee
shall have no obligation to recompute, recalculate or verify any information
provided to it by the Master Servicer or Special Servicer. The calculations by
the Trustee contemplated by this Section 4.02 shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.

            The Trustee shall be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Distribution Date Statement and may affix
thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).

            In addition, the Trustee shall provide or make available, either in
electronic format or by first-class mail, to such Certificateholders and
Certificate Owners and to the Rating Agencies, at the same time that the
Distribution Date Statement is delivered thereto, each (i) CMSA Delinquent Loan
Status Report, (ii) CMSA REO Status Report, (iii) CMSA Historical Loan
Modification Report, (iv) CMSA Historical Liquidation Report, (v) CMSA
Comparative Financial Status Report, (vi) CMSA Servicer Watch List Report,
(viii) CMSA Loan Periodic Update File, (ix) CMSA Property File, and (x) CMSA
Financial File (such six supplemental reports and four data files, the "Servicer
Reports") that has been received by the Trustee since the prior Distribution
Date and the CMSA Bond File and CMSA Collateral Summary File (the "Trustee
Reports"). Additionally, the Trustee shall also be required to provide or make
available, either in electronic format or by first-class mail, the Servicer
Reports to any potential investor in the Certificates who requests such reports
in writing. In addition, the Depositor shall cause each Mortgage Loan Seller to
prepare (or cause to be prepared on its behalf) a CMSA Loan Set-Up File. The
Master Servicer and the Trustee, as applicable, shall prepare and deliver or
make available to the Directing Certificateholder, the reports and information
described on Exhibit K, in the forms and formats and within the time frames set
forth therein.

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was a Holder of a REMIC II Regular Certificate a statement
containing the information as to the applicable Class set forth in clauses (i)
and (ii) above of the description of Distribution Date Statement, aggregated for
such calendar year or applicable portion thereof during which such Person was a
Certificateholder, together with such other information as the Trustee
determines to be necessary to enable Certificateholders to prepare their tax
returns for such calendar year. Such obligation of the Trustee shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Code as
from time to time are in force.

            Upon filing with the IRS, the REMIC Administrator shall furnish to
the Holders of the Class R-I and Class R-II Certificates the Form 1066 and shall
furnish their respective Schedules Q thereto at the times required by the Code
or the IRS, and shall provide from time to time such information and
computations with respect to the entries on such forms as any Holder of the
Class R-I and Class R-II Certificates may reasonably request.

            The Trustee will make available each month, to any interested party,
the Distribution Date Statement (and any additional files containing the same
information in an alternative format) via the Trustee's Website. In addition,
the Trustee will make available to any interested party each month the Servicer
Reports, the CMSA Loan Setup File and the CMSA Loan Periodic Update File, CMSA
Property File and CMSA Financial File, CMSA Bond Level File and CMSA Collateral
Summary File on the Trustee's Website. In addition, the Trustee will make
available, as a convenience for interested parties (and not in furtherance of
the distribution of the Base Prospectus and the Prospectus Supplement under the
securities laws), this Agreement, the Base Prospectus and the Prospectus
Supplement via the Trustee's Website. For assistance with the above-referenced
services, interested parties may call (714) 282-3980. The Trustee will make no
representations or warranties as to the accuracy or completeness of such
documents and will assume no responsibility therefor.

            In connection with providing access to the Trustee's Website, the
Trustee may require registration and the acceptance of a disclaimer. The Trustee
shall not be liable for the dissemination of the information in accordance
herewith.

            (b) The Master Servicer shall deliver or cause to be delivered to
the Trustee, the Directing Certificateholder, the Special Servicer and each
Rating Agency (which delivery to the Special Servicer, the Directing
Certificateholder and each Rating Agency may be accomplished by making such
information available on the Master Servicer's Internet Website), on a
computer-readable medium, in form reasonably acceptable to the Trustee,
including, without limitation, on a loan-by-loan basis, (A) at or before 5:00
p.m. (New York City time) on the third Business Day prior to the related
Distribution Date beginning in December, 2001, the Servicer Reports and the
Special Servicer Loan Status Report delivered to the Master Servicer by the
Special Servicer (excluding the CMSA Loan Periodic Update File) (it being
understood that a separate Special Servicer Loan Status Report shall not be
necessary if the equivalent information has been included in the foregoing or
other reports delivered by the Master Servicer and as provided by the Special
Servicer), and (B) at or before 5:00 p.m. (New York City time) on the third
Business Day prior to the related Distribution Date (the "Master Servicer
Reporting Date"), beginning in December, 2001, the CMSA Loan Periodic Update
File, CMSA Property File and CMSA Financial File.

            Not later than the fifth day of the calendar month following each
Master Servicer Remittance Date, the Master Servicer shall forward to the
Trustee a statement, setting forth the status of the Certificate Account as of
the close of business as to the calendar month prior to such Master Servicer
Remittance Date, stating that all distributions required by this Agreement to be
made by the Master Servicer have been made (or, in the case of any required
distribution that has not been made by the Master Servicer, specifying the
nature and status thereof) and showing, for such calendar month, the aggregate
of deposits into and withdrawals from the Certificate Account for each category
of deposit specified in Section 3.04(a) and each category of withdrawal
specified in Section 3.05(a). The Master Servicer shall also deliver to the
Trustee, upon reasonable request of the Trustee, any and all additional
information relating to the Mortgage Loans (which information shall be based
upon reports delivered to the Master Servicer by the Special Servicer with
respect to Specially Serviced Mortgage Loans and REO Properties).

            Following the end of each calendar quarter, commencing with the
calendar quarter ended December 31, 2001, within 105 days(or 180 days, in the
case of annual year end operating information, commencing with year end 2001) of
receipt by the Master Servicer, as to non-Specially Serviced Mortgage Loans, or
within thirty (30) days after receipt by the Special Servicer, as to Specially
Serviced Mortgage Loans, of any annual, quarterly or other periodic operating
statements or rent rolls with respect to any Mortgaged Property or REO Property,
the Master Servicer (or the Special Servicer, as applicable), shall deliver to
the Trustee (but only upon the request of the Trustee) and the Directing
Certificateholder copies and beginning June 2002 for year-end 2001 electronic or
imaged copies of such operating statements and rent rolls. Based upon such
operating statements or related rent rolls, the Master Servicer (based upon
operating statements, rent rolls, written reports and data fields collected or
prepared by the Special Servicer pursuant to Section 3.12(b) and furnished to
the Master Servicer by the Special Servicer in the case of the Specially
Serviced Mortgage Loans), shall prepare (or, if previously prepared, update,
inclusive of year-to-date data) a written analysis of the operations of the
Mortgaged Property or REO Property, by completing a CMSA Operating Statement
Analysis Report, together with a CMSA NOI Adjustment Worksheet for annual
year-end operating statements and related rent rolls. All CMSA Operating
Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be
maintained by the Master Servicer with respect to each Mortgaged Property and
REO Property. The Master Servicer shall deliver copies thereof (X) in the
related time frame and in the format set forth in the Controlling Class
Certificateholder Reports Checklist; (Y) beginning June 2002 in electronic or
imaged form; and (Z) to the Directing Certificateholder and the Special
Servicer, and upon request, to the Trustee, the Rating Agencies, and any
Certificateholder or, to the extent the Trustee or a Certificate Owner has
confirmed its ownership interest in the Certificates held thereby, such
Certificate Owner, together with the related operating statements or related
rent rolls.

            No later than 3:00 p.m., New York City time, two (2) Business Days
prior the Master Servicer Remittance Date, beginning in December, 2001, the
Master Servicer shall prepare in electronic form and deliver to the Trustee, the
Rating Agencies, the Directing Certificateholder and the Special Servicer a
Watch List of all Mortgage Loans that the Master Servicer has determined are in
jeopardy of becoming Specially Serviced Mortgage Loans (the "Servicer Watch
List"), substantially in the form of report published on the CSMA Website and
based on the CMSA Watch List Criteria.

            To the extent the statements, reports and information (or portions
thereof) to be delivered by the Master Servicer under this Section 4.02(b) are
derived from underlying information to be delivered to the Master Servicer by
the Special Servicer, the Master Servicer shall not be liable for any failure to
deliver such statement, report or information (or portion thereof) on the
prescribed dates, to the extent such failure is caused by the Special Servicer's
failure to deliver such underlying information in a timely manner. Absent actual
knowledge to the contrary, the Master Servicer may conclusively rely on any such
information forwarded to it by the Special Servicer and shall have no obligation
to verify the same.

            If, with respect to any Mortgage Loan (other than a Specially
Serviced Mortgage Loan), the Special Servicer has any questions for the related
Borrower based upon the information received by the Special Servicer pursuant to
this Section 4.02(b), the Master Servicer shall, in this regard and without
otherwise changing or modifying its duties hereunder, reasonably cooperate with
the Special Servicer in assisting the Special Servicer to contact and solicit
information from such Borrower.

            (c) Not later than 5:00 p.m. (New York City time) on the first
Business Day following each Determination Date, the Special Servicer shall
prepare and deliver or cause to be delivered to the Master Servicer and upon
request the Directing Certificateholder the following reports (or data fields
required for the Master Servicer to produce such reports) with respect to the
Specially Serviced Mortgage Loans and any REO Properties, providing the required
information as of such Determination Date: (i) a CMSA Property File; (ii) a CMSA
Loan Periodic Update File; (iii) a CMSA Delinquent Loan Status Report; (iv) a
CMSA Comparative Financial Status Report; (v) a CMSA Historical Liquidation
Report; (vi) a CMSA Historical Loan Modification Report; and (vii) a CMSA REO
Status Report. In addition, the Special Servicer shall from time to time provide
the Master Servicer with such information in the Special Servicer's possession
regarding the Specially Serviced Mortgage Loans and REO Properties as may be
requested by the Master Servicer and is reasonably necessary for the Master
Servicer to prepare each report and any supplemental information required to be
provided by the Master Servicer to the Trustee.

            (d) Notwithstanding anything herein to the contrary, the failure of
the Master Servicer or Special Servicer to disclose any information otherwise
required to be disclosed by this Section 4.02 shall not constitute a breach of
this Section 4.02 to the extent the Master Servicer or Special Servicer so fails
because such disclosure, in the reasonable belief of the Master Servicer or the
Special Servicer as the case may be, would violate any applicable law or any
provision of a Mortgage Loan Document prohibiting disclosure of information with
respect to the Mortgage Loans or Mortgaged Properties or would constitute a
waiver of the attorney-client privilege on behalf of the Trust. The Master
Servicer and Special Servicer may disclose any such information or any
additional information to any Person so long as such disclosure is consistent
with applicable law, the related Mortgage Loan Documents and the Servicing
Standard. The Master Servicer or the Special Servicer may affix to any
information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).

            (e) If the Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement, the Master Servicer or the Special Servicer, as the case may be, may
satisfy such obligation by (x) physically delivering a paper copy of such
statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format or (z) making such statement,
report or information available on the Master Servicer's Internet Website,
unless this Agreement expressly specifies a particular method of delivery.

            SECTION 4.03 P&I Advances.

            (a) On each Master Servicer Remittance Date, the Master Servicer
shall either (i) deposit into the Distribution Account from its own funds an
amount equal to the aggregate amount of P&I Advances, if any, to be made in
respect of the related Distribution Date, (ii) apply amounts held in the
Certificate Account for future distribution to Certificateholders in subsequent
months in discharge of any such obligation to make P&I Advances, or (iii) make
P&I Advances in the form of any combination of (i) and (ii) aggregating the
total amount of P&I Advances to be made; provided that if Late Collections of
any of the delinquent principal and/or interest in respect of which it is to
make P&I Advances on any Master Servicer Remittance Date are then on deposit in
the Certificate Account, the Master Servicer shall use such Late Collections
(net of any Master Servicing Fees, Liquidation Fees and Workout Fees payable
therefrom) to make such P&I Advances. Any amounts held in the Certificate
Account for future distribution and so used to make P&I Advances (other than the
Late Collections of the delinquent principal and/or interest contemplated by the
proviso to the preceding sentence) shall be appropriately reflected in the
Master Servicer's records and replaced by the Master Servicer by deposit in the
Certificate Account on or before the next succeeding Determination Date (to the
extent not previously replaced through the deposit of Late Collections of the
delinquent principal and/or interest in respect of which such P&I Advances were
made). If, as of 3:00 p.m., New York City time, on any Master Servicer
Remittance Date, the Master Servicer shall not have made any P&I Advance
required to be made on such date pursuant to this Section 4.03(a) (and shall not
have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a P&I Advance),
then the Trustee shall provide notice of such failure to a Servicing Officer of
the Master Servicer by facsimile transmission sent to telecopy no.
1-214-777-4585 (or such alternative number provided by the Master Servicer to
the Trustee in writing) and by telephone at telephone no. 1-214-777-4500 (or
such alternative number provided by the Master Servicer to the Trustee in
writing) as soon as possible, but in any event before 3:00 p.m., New York City
time, on such Master Servicer Remittance Date. If, after such notice, the
Trustee does not receive the full amount of such P&I Advances by the close of
business (New York City time) on such Master Servicer Remittance Date, then (i)
unless the Trustee or the Fiscal Agent determines that such Advance would be a
Nonrecoverable P&I Advance if made, the Trustee or the Fiscal Agent shall make,
by 11:00 a.m. on the Distribution Date or in any event by such time as shall be
required in order to make the required distribution on such Distribution Date,
the portion of such P&I Advances that was required to be, but was not, made by
the Master Servicer on such Master Servicer Remittance Date and (ii) such
failure shall constitute an Event of Default on the part of the Master Servicer.
None of the Master Servicer, the Trustee and the Fiscal Agent shall advance any
amount due to be paid by the Swap Counterparty for distributions to the Class
A-2F Certificates in the event that the Swap Counterparty fails to make a
required payment.

            (b) The aggregate amount of P&I Advances to be made in respect of
the Mortgage Loans (including, without limitation, Balloon Mortgage Loans
delinquent as to their respective Balloon Payments) and any REO Loans for any
Distribution Date shall equal, subject to subsection (c) below, the aggregate of
all Monthly Payments (other than Balloon Payments) and any Assumed Monthly
Payments, in each case net of related Master Servicing Fees payable hereunder,
that were due or deemed due, as the case may be, in respect thereof on their
respective Due Dates during the related Collection Period and that were not paid
by or on behalf of the related Mortgagors or otherwise collected as of the close
of business on the Business Day before the Master Servicer Remittance Date;
provided that, if an Appraisal Reduction Amount exists with respect to any
Required Appraisal Loan, then, in the event of subsequent delinquencies thereon,
the interest portion of the P&I Advance in respect of such Required Appraisal
Loan for the related Distribution Date shall be reduced (it being herein
acknowledged that there shall be no reduction in the principal portion of such
P&I Advance) to equal the product of (i) the amount of the interest portion of
such P&I Advance for such Required Appraisal Loan for such Distribution Date
without regard to this proviso, multiplied by (ii) a fraction, expressed as a
percentage, the numerator of which is equal to the Stated Principal Balance of
such Required Appraisal Loan immediately prior to such Distribution Date, net of
the related Appraisal Reduction Amount, if any, and the denominator of which is
equal to the Stated Principal Balance of such Required Appraisal Loan
immediately prior to such Distribution Date; and provided, further, that the
Master Servicer shall not advance Excess Interest with respect to ARD Loans.

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. In addition, Nonrecoverable P&I
Advances shall be reimbursable pursuant to Section 3.05(a) out of general
collections on the Mortgage Pool on deposit in the Certificate Account. The
determination by the Master Servicer, the Trustee or if applicable, the Fiscal
Agent, that it has made a Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officer's Certificate delivered promptly (and, in any event, in
the case of a proposed P&I Advance by the Master Servicer, no less than five (5)
Business Days prior to the related Master Servicer Remittance Date) to the
Trustee (or, if applicable, retained thereby), the Depositor, the Directing
Certificateholder and the Rating Agencies, setting forth the basis for such
determination, together with ( such determination is prior to the liquidation of
the related Mortgage Loan or REO Property) a copy of an Appraisal of the related
Mortgaged Property or REO Property, as the case may be, which shall have been
performed within the twelve (12) months preceding such determination, and
further accompanied by any other information that the Master Servicer or the
Special Servicer may have obtained that supports such determination. The Trustee
shall deliver such Officer's Certificate as soon as practicable after its
determination that such P&I Advance would be nonrecoverable. If such an
Appraisal shall not have been required and performed pursuant to the terms of
this Agreement, the Master Servicer may, subject to its reasonable and good
faith determination that such Appraisal will demonstrate the nonrecoverability
of the related Advance, obtain an Appraisal for such purpose at the expense of
the Trust out of general collections. The Trustee and the Fiscal Agent shall be
entitled to rely on any determination of nonrecoverability that may have been
made by the Master Servicer with respect to a particular P&I Advance, and the
Master Servicer shall be entitled to rely on any determination of
nonrecoverability that may have been made by the Special Servicer with respect
to a particular P&I Advance in the case of Specially Serviced Mortgage Loans.

            (d) As and to the extent permitted by Section 3.05(a), the Master
Servicer, the Trustee and the Fiscal Agent shall each be entitled to receive
interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of each P&I Advance made thereby (out of its own funds), to the extent
that such P&I Advance relates to a Past Grace Period Loan when made, or remains
outstanding when such Mortgage Loan becomes a Past Grace Period Loan, in which
case such interest shall begin to accrue when such Mortgage Loan becomes a Past
Grace Period Loan, for so long as such P&I Advance is outstanding (or, in the
case of Advance Interest payable to the Master Servicer, if earlier, until the
Late Collection of the delinquent principal and/or interest in respect of which
such P&I Advance was made has been received by the Master Servicer). Such
interest will be paid: first, out of any Default Charges; and second, at any
time coinciding with or following the reimbursement of such P&I Advance, out of
general collections on the Mortgage Loans and any REO Properties on deposit in
the Certificate Account. As and to the extent provided by Section 3.05(a), the
Master Servicer shall reimburse itself, the Trustee or the Fiscal Agent, as
appropriate, for any P&I Advance made thereby as soon as practicable after funds
available for such purpose are deposited in the Certificate Account, and in no
event shall interest accrue in accordance with this Section 4.03(d) on any P&I
Advance as to which the corresponding Late Collection had been received as of
the related date on which such P&I Advance was made.

            (e) With regard to such P&I Advances, the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent shall account for that part of
the P&I Advances which is attributable to Past Grace Period Loans, and that part
of the P&I Advances which is attributable to Within Grace Period Loans.

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

            (a) On each Distribution Date, following the distributions to be
made to the Certificateholders on such date pursuant to Section 4.01(b), the
Trustee shall determine the amount, if any, by which (i) the then aggregate
Certificate Principal Balance of the Sequential Pay Certificates exceeds (ii)
the aggregate Stated Principal Balance of the Mortgage Pool that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class Q, Class P, Class O, Class
N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class
D, Class C and Class B Certificates shall be reduced sequentially, in that order
in each case, until such excess or the related Class Principal Balance is
reduced to zero (whichever occurs first). If, after the foregoing reductions,
the amount described in clause (i) of the second preceding sentence still
exceeds the amount described in clause (ii) of the second preceding sentence,
then the respective Class Principal Balances of the Class A-1 Certificates,
Class A-2 Certificates and Class A-2F Regular Interest shall be reduced, pro
rata in accordance with the relative sizes of the then outstanding Class
Principal Balances of such Classes of Certificates, until such excess or each
such Class Principal Balance is reduced to zero (whichever occurs first). Such
reductions in the Class Principal Balances of the respective Classes of the
Sequential Pay Certificates (other than the Class A-2F Certificates) and Class
A-2F Regular Interest shall be deemed to be allocations of Realized Losses and
Additional Trust Fund Expenses, to the extent not covered by reductions in
distributions of interest pursuant to the allocations set forth in Section
4.01(b).

            (b) With respect to any Distribution Date, any Realized Losses or
Additional Trust Fund Expenses allocated pursuant to Section 4.04(a) with
respect to such Distribution Date shall reduce the REMIC I Principal Balances of
the REMIC I Regular Interests as a write-off and shall be allocated among the
REMIC I Regular Interests in the same priority as the Class of Corresponding
Certificates; provided, that with respect to Realized Losses and Additional
Trust Fund Expenses allocated to (A) the Class A-2 Certificates, such
corresponding distribution shall be deemed to be a distribution with respect to
REMIC I Regular Interest LA-2C and REMIC I Regular Interest LA-2P allocated pro
rata based upon their respective REMIC I Principal Balances, and (B) the Class
A-2F Certificates, such corresponding distribution shall be deemed to be a
distribution with respect to REMIC I Regular Interest LA-2FC and REMIC I Regular
Interest LA-2FP, allocated pro rata based upon their respective REMIC I
Principal Balances, pursuant to Section 4.04(a).

            SECTION 4.05 Interest Reserve Account.

            The Trustee shall establish and maintain the Interest Reserve
Account in the Trustee's name for the benefit of the Certificateholders. The
Interest Reserve Account may be a sub-account of the Distribution Account. The
Interest Reserve Account shall be established and maintained as an Eligible
Account, which the Trustee may (but shall not be obligated to) invest only in
Permitted Investments in accordance with Section 3.06. On each Master Servicer
Remittance Date occurring in February and each Master Servicer Remittance Date
in January of any year which is not a leap year, the Trustee shall withdraw from
the Distribution Account, in respect of each Mortgage Loan which accrues
interest on an Actual/360 Basis, and deposit into the Interest Reserve Account,
an amount equal to one (1) day's interest at the related Mortgage Rate on the
Stated Principal Balance of each such Mortgage Loan as of the Due Date in the
month preceding the month in which such Master Servicer Remittance Date occurs,
to the extent a Monthly Payment or P&I Advance is made in respect thereof (all
amounts so deposited in any consecutive January (if applicable) and February,
"Withheld Amounts"). On the Master Servicer Remittance Date in March of each
calendar year, the Trustee shall transfer to the Distribution Account the
aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.

            SECTION 4.06 Excess Interest Distribution Account.

            The Trustee for the benefit of the Certificateholders, shall
establish and maintain the Excess Interest Distribution Account in trust for the
benefit of the Class Q Certificateholders. The Excess Interest Distribution
Account shall be established and maintained as an Eligible Account, which the
Trustee may (but shall not be obligated to) invest only in Permitted Investments
in accordance with Section 3.06. The Excess Interest Distribution Account may be
a sub-account of the Distribution Account. Prior to the applicable Distribution
Date, the Master Servicer shall remit to the Trustee for deposit in the Excess
Interest Distribution Account an amount equal to the Excess Interest received
during the applicable Collection Period. Following the distribution of Excess
Interest to Class Q Certificateholders on the first Distribution Date after
which there are no longer any Mortgage Loans outstanding which pursuant to their
terms could pay Excess Interest, the Trustee shall terminate the Excess Interest
Distribution Account.


                                    ARTICLE V

                                THE CERTIFICATES

            SECTION 5.01      The Certificates.

            (a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-24; provided that any of
the Certificates may be issued with appropriate insertions, omissions,
substitutions and variations, and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03 beneficial ownership interests in the
Regular Certificates shall initially be held and transferred through the
book-entry facilities of the Depository. The Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P and Class Q Certificates will be
issuable in denominations corresponding to initial Certificate Principal
Balances or Certificate Notional Amounts, as the case may be, as of the Closing
Date of not less than $100,000 (or, with respect to the Class A Certificates,
$10,000 and, with respect to the Class X Certificates, $1,000,000) and any whole
dollar denomination in excess thereof; provided, however, that a single
Certificate of each Class thereof may be issued in a different denomination. The
Class A-1, Class A-2 and Class A-2F Certificates will be issuable in
denominations corresponding to initial Certificate Principal Balances (or
initial Certificate Notional Amount as the case may) as of the Closing Date of
not less than $10,000, the Class B, Class C, Class D, Class E and Class F
Certificates will be issuable in denominations corresponding to initial
Certificate Principal Balances (or Certificate Notional Amount), as the case may
be, of not less than $100,000 and with respect to the Class XC and Class XP
Certificates $1,000,000 and whole dollar denomination in excess thereof;
provided, however, that a single Certificate of each Class thereof may be issued
in a different denomination. Each Class of Residual Certificates will be
issuable only in a denomination representing the entire Class. With respect to
any Certificate or any beneficial interest in a Certificate, the "Denomination"
thereof shall be (i) the amount (a) set forth on the face thereof or, (b) set
forth on a schedule attached thereto or (c) in the case of any beneficial
interest in a Book-Entry Certificate, the interest of the related Certificate
Owner in the applicable Class of Certificates as reflected on the books and
records of the Depository or related Participants, as applicable, (ii) expressed
in terms of initial Certificate Principal Balance or initial Notional Amount, as
applicable, and (iii) be in an authorized denomination, as set forth above. The
Book-Entry Certificates will be issued as one or more certificates registered in
the name of a nominee designated by the Depository, and Certificate Owners will
hold interests in the Book-Entry Certificates through the book-entry facilities
of the Depository in the minimum Denominations and aggregate Denominations as
set forth in the above. No Certificate Owner of a Book-Entry Certificate of any
Class thereof will be entitled to receive a Definitive Certificate representing
its interest in such Class, except as provided in Section 5.03 herein. Unless
and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will
be maintained and transferred on the book-entry records of the Depository and
Depository Participants, and all references to actions by Holders of such Class
of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures and,
except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its
nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in
accordance with the Depository's procedures.

            (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee in its capacity as trustee hereunder by an
authorized officer. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers of the Trustee shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication;
provided that the Certificates, issued on the Closing Date shall, in any event,
be dated the Closing Date.

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

            SECTION 5.02 Registration of Transfer and Exchange of Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar
(located as of the Closing Date at 135 South LaSalle, Suite 1625, Chicago,
Illinois 60674) may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trustee is hereby initially appointed (and hereby agrees to
act in accordance with the terms hereof) as Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Trustee may appoint, by a written instrument delivered
to the Depositor, the Master Servicer, the Special Servicer and the REMIC
Administrator, any other bank or trust company to act as Certificate Registrar
under such conditions as the predecessor Certificate Registrar may prescribe,
provided that the Trustee shall not be relieved of any of its duties or
responsibilities hereunder as Certificate Registrar by reason of such
appointment. If the Trustee resigns or is removed in accordance with the terms
hereof, the successor trustee shall immediately succeed to its predecessor's
duties as Certificate Registrar. The Depositor, the Master Servicer, the Special
Servicer and the REMIC Administrator shall have the right to inspect the
Certificate Register or to obtain a copy thereof at all reasonable times, and to
rely conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register. Upon request, the Trustee
shall promptly inform, or cause the Certificate Registrar to inform, the Master
Servicer or the Special Servicer, as applicable, of the identity of all
Certificateholders of the Controlling Class.

            If Certificateholders representing more than 25% of any Class of
Certificates (hereinafter referred to as "applicants") apply in writing to the
Trustee, and such application states that the applicants desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates and is accompanied by a copy of the communication
which such applicants propose to transmit, then the Trustee shall, within five
(5) Business Days after the receipt of such application, afford such applicants
access during normal business hours to the most recent list of
Certificateholders held by the Trustee. If the Trustee is no longer the
Certificate Registrar and such a list is as of a date more than ninety (90) days
prior to the date of receipt of such applicants' request, the Trustee shall
promptly request from the Certificate Registrar a current list as provided
above, and shall afford such applicants access to such list promptly upon
receipt.

            Every Certificateholder, by receiving and holding such list, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.

            (b) No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction which does not
require such registration or qualification. If a transfer (other than one by the
Depositor to an Affiliate thereof) is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then
either: (i) the Certificate Registrar shall require that the transferee deliver
to the Certificate Registrar an investment representation letter (the
"Investment Representation Letter") substantially in the form of Exhibit B
attached hereto, which Investment Representation Letter shall certify, among
other things, that the transferee is an institutional "accredited investor" as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act (an "Institutional Accredited Investor") or a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act (a "Qualified
Institutional Buyer"), and the Certificate Registrar may also require that the
transferee deliver to the Certificate Registrar an Opinion of Counsel if such
transferee is not a Qualified Institutional Buyer or (ii) if the certifications
described in the preceding clause (i) cannot be provided, (a) the Certificate
Registrar shall require an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar and the Depositor that such transfer may be made pursuant
to an exemption, describing the applicable exemption and the basis therefor,
from registration or qualification under the Securities Act, applicable state
securities laws and other relevant laws, which Opinion of Counsel shall not be
an expense of the Trust Fund, the Certificate Registrar, the Depositor or the
Trustee and (b) the Certificate Registrar shall require the transferor to
execute a certification in form and substance satisfactory to the Certificate
Registrar setting forth the facts surrounding such transfer; provided, however,
that a transfer of a Non-Registered Certificate of any such Class may be made to
a trust if the transferor provides to the Certificate Registrar and to the
Trustee a certification that interests in such trust may only be transferred
subject to requirements substantially to the effect set forth in this Section
5.02. The Master Servicer will furnish, or cause to be furnished, upon the
request of any Holder of Non-Registered Certificates, to a prospective purchaser
of such Non-Registered Certificates who is a Qualified Institutional Buyer, such
information relating to the Mortgage Loans that are in its possession and as is
specified in paragraph (d)(4) of Rule 144A with respect to the Trust Fund,
unless, at the time of such request, the entity with respect to which such
information is to be provided is subject to the reporting requirements of
Section 15(d) of the Exchange Act. None of the Depositor, the Trustee, the
Master Servicer or the Certificate Registrar is obligated to register or qualify
any Class of Non-Registered Certificates under the Securities Act or any other
securities law or to take any action not otherwise required under this Agreement
to permit the transfer of any Non-Registered Certificate without registration or
qualification. Any Holder of a Non-Registered Certificate desiring to effect
such a transfer shall, and does hereby agree to, indemnify the Depositor, the
Trustee, the Master Servicer and the Certificate Registrar against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws. Unless the Certificate Registrar determines
otherwise in accordance with applicable law and the rules and procedures of, or
applicable to, the Depository (the "Depository Rules"), transfers of a
beneficial interest in a Book-Entry Certificate representing an interest in a
Non-Registered Certificate that is not rated in one of the top four categories
by a nationally recognized statistical rating organization to (i) an
Institutional Accredited Investor will require delivery in the form of a
Definitive Certificate and the Certificate Registrar shall register such
transfer only upon compliance with the foregoing provisions of this Section
5.02(b) or (ii) a Qualified Institutional Buyer may only be effectuated by means
of an "SRO Rule 144A System" approved for such purpose by the Commission.

            (c) With respect to the ERISA Restricted Certificates and Residual
Certificates: no sale, transfer, pledge or other disposition by any Holder of
any such Certificate shall be made unless the Certificate Registrar shall have
received either (i) a representation letter from the proposed purchaser or
transferee of such Certificate substantially in the form of Exhibit F attached
hereto, to the effect that such proposed purchaser or transferee is not (a) an
employee benefit plan subject to the fiduciary responsibility provisions of
ERISA or Section 4975 of the Code, or a governmental plan (as defined in Section
3(32) of ERISA) subject to any federal, state or local law ("Similar Law") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (each a "Plan") or (b) a person acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such Plan and the application of
Department of Labor Regulation ss. 2510.3-101), other than (except with respect
to a Residual Certificate) an insurance company using the assets of its general
account under circumstances whereby the purchase and holding of such
Certificates by such insurance company would be exempt from the prohibited
transaction provisions of ERISA and the Code under Prohibited Transaction Class
Exemption 95-60 or (ii) except for the Residual Certificates (which may not be
transferred to a Holder who does not make the representation described in clause
(i)(a)), if such Certificate is presented for registration in the name of a
purchaser or transferee that is any of the foregoing, any Opinion of Counsel or
other certification as the Certificate Registrar may reasonably require and in
form and substance satisfactory to the Certificate Registrar and the Depositor
to the effect that the acquisition and holding of such Certificate by such
purchaser or transferee will not result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the fiduciary responsibility
provisions of ERISA, the prohibited transaction provisions of the Code or the
provisions of any Similar Law, will not constitute or result in a "prohibited
transaction" within the meaning of ERISA, Section 4975 of the Code or any
Similar Law, and will not subject the Trustee, the Certificate Registrar, the
Master Servicer, the Special Servicer, the Underwriters or the Depositor to any
obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth
in the Agreement. The Certificate Registrar shall not register the sale,
transfer, pledge or other disposition of any such Certificate unless the
Certificate Registrar has received either the representation letter described in
clause (i) above or, with respect to the ERISA Restricted Certificates, the
Opinions of Counsel or other certification described in clause (ii) above. The
costs of any of the foregoing representation letters, certifications or Opinions
of Counsel shall not be borne by any of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Underwriters, the Certificate Registrar or
and the Trust Fund. To the extent the purchase or holding of a Certificate
described in this Section 5.02(c) would be restricted by ERISA, the Code or
Similar Law, each Certificate Owner of such Certificate shall be deemed to
represent that it is not a Person specified in clauses (a) or (b) above. Any
transfer, sale, pledge or other disposition of any such Certificates that would
constitute or result in a prohibited transaction under ERISA, Section 4975 of
the Code or any Similar Law, or would otherwise violate the provisions of this
Section 5.02(c) shall be deemed absolutely null and void ab initio, to the
extent permitted under applicable law.

            So long as any of the Class of Certificates remains outstanding, the
Master Servicer will make available, or cause to be made available, upon
request, to any Holder and any Person to whom any such Certificate of any such
Class of Certificates may be offered or sold, transferred, pledged or otherwise
disposed of by such Holder, information with respect to the Master Servicer, the
Special Servicer or the Mortgage Loans reasonably necessary to the provision of
an Opinion of Counsel described in this Section 5.02(c).

            (d) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Trustee under clause (ii) below to
deliver payments to a Person other than such Person. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:

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

                  (B) In connection with any proposed Transfer of any Ownership
            Interest in a Residual Certificate (other than in connection with
            the initial issuance thereof or the transfer thereof among the
            Depositor and its Affiliates), the Certificate Registrar shall
            require delivery to it, and shall not register the Transfer of any
            Residual Certificate until its receipt of, an affidavit and
            agreement substantially in the form attached hereto as Exhibit C-1
            (a "Transfer Affidavit and Agreement") from the proposed Transferee,
            in form and substance satisfactory to the Certificate Registrar,
            representing and warranting, among other things, that such
            Transferee is a Permitted Transferee, that it is not acquiring its
            Ownership Interest in the Residual Certificate that is the subject
            of the proposed Transfer as a nominee, trustee or agent for any
            Person that is not a Permitted Transferee, that for so long as it
            retains its Ownership Interest in a Residual Certificate it will
            endeavor to remain a Permitted Transferee, and that it has reviewed
            the provisions of this Section 5.02(d) and agrees to be bound by
            them.

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

                  (D) Except in connection with the initial issuance of the
            Residual Certificates or any transfer thereof among the Depositor
            and its Affiliates, each Person holding or acquiring any Ownership
            Interest in a Residual Certificate shall agree (1) to require a
            Transfer Affidavit and Agreement from any prospective Transferee to
            whom such Person attempts to transfer its Ownership Interest in such
            Residual Certificate and (2) not to transfer its Ownership Interest
            in such Residual Certificate unless it provides to the Certificate
            Registrar a certificate substantially in the form attached hereto as
            Exhibit C-2 stating that, among other things, it has no actual
            knowledge that such prospective Transferee is not a Permitted
            Transferee.

            (ii) If any purported Transferee shall become a Holder of a Residual
      Certificate in violation of the provisions of this Section 5.02(d), then
      the last preceding Holder of such Residual Certificate that was in
      compliance with the provisions of this Section 5.02(d) shall be restored,
      to the extent permitted by law, to all rights as Holder thereof
      retroactive to the date of registration of such Transfer of such Residual
      Certificate. None of the Trustee, the Master Servicer, the Special
      Servicer, the REMIC Administrator or the Certificate Registrar shall be
      under any liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 5.02(d)
      or for making any payments due on such Certificate to the Holder thereof
      or for taking any other action with respect to such Holder under the
      provisions of this Agreement.

            (iii) The REMIC Administrator shall make available to the Internal
      Revenue Service and those Persons specified by the REMIC Provisions all
      information necessary to compute any tax imposed as a result of the
      Transfer of an Ownership Interest in a Residual Certificate to any Person
      who is a Disqualified Organization or a nominee, agent or middleman
      thereof, including the information described in Treasury Regulations
      Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
      inclusions" of such Residual Certificate. The Person holding such
      Ownership Interest shall be responsible for the reasonable compensation of
      the REMIC Administrator for providing such information.

            (e) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of
exchange. Subject to the restrictions on transfer set forth in this Section 5.02
and Depository Rules, any Certificate Owner owning a beneficial interest in a
Non-Registered Certificate may cause the Certificate Registrar to request that
the Depository exchange such Certificate Owner's beneficial interest in a
Book-Entry Certificate for a Definitive Certificate or Certificates. Following a
proper request for transfer or exchange, the Certificate Registrar shall,
execute and deliver at such offices or at the office of such transfer agent, as
the case may be, to the transferee (in the case of transfer) or Holder (in the
case of exchange) or send by first class mail (at the risk of the transferee in
the case of transfer or Holder in the case of exchange) to such address as the
transferee or Holder, as applicable, may request, a Definitive Certificate or
Certificates, as the case may require, for a like aggregate Denomination and in
such Denomination or Denominations as may be requested.

            (f) In the event a Responsible Officer of the Certificate Registrar
becomes aware that a Definitive Certificate or a beneficial interest in a
Book-Entry Certificate representing a Non-Registered Certificate is being held
by or for the benefit of a Person who is not an Eligible Investor, or that such
holding is unlawful under the laws of a relevant jurisdiction, then the
Certificate Registrar shall have the right to void such transfer, if permitted
under applicable law, or to require the investor to sell such Definitive
Certificate or beneficial interest in such Book-Entry Certificate to an Eligible
Investor within fourteen (14) days after notice of such determination and each
Certificateholder by its acceptance of a Certificate authorizes the Certificate
Registrar to take such action.

            (g) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

            (h) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates. In
addition, in connection with any transfer to an Institutional Accredited
Investor, the transferor shall reimburse the Trust Fund for any costs (including
the cost of the Certificate Registrar's counsel's review of the documents and
any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided herein) incurred by the Certificate Registrar in
connection with such transfer.

            (i) Subsequent to the initial issuance of the Certificates, the
Trustee shall be responsible for the preparation of physical Certificates in
connection with any transfer or exchange; provided that the correct form of
Certificate of each Class shall be provided by the Depositor to the Trustee on
diskette on or about the Closing Date. All Certificates surrendered for transfer
and exchange shall be physically canceled by the Certificate Registrar, and the
Certificate Registrar shall hold or destroy such canceled Certificates in
accordance with its standard procedures.

            (j) The Certificate Registrar shall be required to provide the
Depositor and the REMIC Administrator with an updated copy of the Certificate
Register on or about January 1 of each year, commencing January 1, 2002, and
shall be required to provide the Depositor, the Master Servicer, the Special
Servicer or the REMIC Administrator with an updated copy of the Certificate
Register at other times promptly upon written request therefor.

            (k) If a Person is acquiring any Non-Registered Certificate or
interest therein as a fiduciary or agent for one or more accounts, such Person
shall be required to deliver to the Certificate Registrar (or, in the case of a
Book-Entry Certificate, to the Certificate Owner that is transferring such
interest) a certification to the effect that, and such other evidence as may be
reasonably required by the Trustee (or such Certificate Owner) to confirm that,
it has (i) sole investment discretion with respect to each such account and (ii)
full power to make the acknowledgments, representations, warranties,
certification and agreements with respect to each such account as set forth in
subsections (b), (c) and (d), as applicable, of this Section 5.02.

            SECTION 5.03 Book-Entry Certificates.

            (a) The Class A-1, Class A-2, Class A-2F, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class M, Class N, Class O,
Class P, Class Q and Class XC and Class XP Certificates shall initially be
issued as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided in subsection (c) below, transfer of such
Certificates may not be registered by the Certificate Registrar unless such
transfer is to a successor Depository that agrees to hold such Certificates for
the respective Certificate Owners with Ownership Interests therein. Such
Certificate Owners shall hold and transfer their respective Ownership Interests
in and to such Certificates through the book-entry facilities of the Depository
and, except as provided in subsection (c) below, shall not be entitled to fully
registered, physical Certificates ("Definitive Certificates") in respect of such
Ownership Interests. All transfers by Certificate Owners of their respective
Ownership Interests in the Book-Entry Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing each such Certificate Owner. Each Depository Participant shall only
transfer the Ownership Interests in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures. Neither the Certificate
Registrar nor the Trustee shall have any responsibility to monitor or restrict
the transfer of Ownership Interests in Certificates through the book-entry
facilities of the Depository.

            (b) The Depositor, the Trustee, the Fiscal Agent, the Master
Servicer, the Special Servicer, the REMIC Administrator and the Certificate
Registrar may for all purposes, including the making of payments due on the
Book-Entry Certificates, deal with the Depository as the authorized
representative of the Certificate Owners with respect to such Certificates for
the purposes of exercising the rights of Certificateholders hereunder. The
rights of Certificate Owners with respect to the Book-Entry Certificates shall
be limited to those established by law and agreements between such Certificate
Owners and the Depository Participants and brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and votes of, the
Depository as Holder of the Book-Entry Certificates with respect to any
particular matter shall not be deemed inconsistent if they are made with respect
to different Certificate Owners. The Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.
If any party hereto requests from the Depository a list of the Depository
Participants in respect of any Class or Classes of the Book-Entry Certificates,
the cost thereof shall be borne by the party on whose behalf such request is
made (but in no event shall any such cost be borne by the Trustee).

            (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to any Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to any Class of the Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of any Class of the
Book-Entry Certificates by the Depository, accompanied by registration
instructions for registration of transfer, the Trustee shall execute, and the
Certificate Registrar shall authenticate and deliver, the appropriate Definitive
Certificates to the Certificate Owners identified in such instructions. None of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the REMIC Administrator or the Certificate Registrar shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions.

            (d) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:

            Unless this certificate is presented by an authorized
            representative of The Depository Trust Company, a New
            York corporation ("DTC"), to the Certificate Registrar
            for registration of transfer, exchange or payment, and
            any certificate issued is registered in the name of Cede
            & Co. or in such other name as is requested by an
            authorized representative of DTC (and any payment is
            made to Cede & Co. or to such other entity as is
            requested by an authorized representative of DTC), ANY
            TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
            OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
            the registered owner hereof, Cede & Co., has an interest
            herein.

            The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.

            (e) Upon acceptance for exchange or transfer of a beneficial
interest in a Book-Entry Certificate for a Definitive Certificate, as provided
herein, the Certificate Registrar shall endorse on a schedule affixed to the
related Book-Entry Certificate (or on a continuation of such schedule affixed to
such Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.

            (f) If a Holder of a Definitive Certificate wishes at any time to
transfer such Certificate to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Book-Entry Certificate, such transfer may
be effected only in accordance with Depository Rules and this Section 5.03(f).
Upon receipt by the Certificate Registrar at the Registrar Office of (i) the
Definitive Certificate to be transferred with an assignment and transfer
pursuant to this Section 5.03(f), (ii) written instructions given in accordance
with Depository Rules directing the Certificate Registrar to credit or cause to
be credited to another account a beneficial interest in the related Book-Entry
Certificate, in an amount equal to the Denomination of the Definitive
Certificate to be so transferred, (iii) a written order given in accordance with
the Depository Rules containing information regarding the account to be credited
with such beneficial interest and (iv) if the affected Certificate is a
Non-Registered Certificate an Investment Representation Letter from the
transferee to the effect that such transferee is a Qualified Institutional
Buyer, the Certificate Registrar shall cancel such Definitive Certificate,
execute and deliver a new Definitive Certificate for the Denomination of the
Definitive Certificate not so transferred, registered in the name of the Holder
or the Holder's transferee (as instructed by the Holder), and the Certificate
Registrar shall instruct the Depository or the custodian holding such Book-Entry
Certificate on behalf of the Depository to increase the Denomination of the
related Book-Entry Certificate by the Denomination of the Definitive Certificate
to be so transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions a corresponding Denomination of such
Book-Entry Certificate.

            SECTION 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
reasonably be required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and like Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC created hereunder, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

            SECTION 5.05 Persons Deemed Owners.

            Prior to due presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent, the REMIC Administrator, the Certificate Registrar and any agents of any
of them may treat the person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 4.01 and for all other purposes whatsoever, and none of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the
REMIC Administrator, the Certificate Registrar or any agent of any of them shall
be affected by notice to the contrary.

            SECTION 5.06 Certification by Certificate Owners.

            (a) Each Certificate Owner is hereby deemed by virtue of its
acquisition of an Ownership Interest in the Book-Entry Certificates to agree to
comply with the applicable transfer requirements of Sections 5.02(b) and
5.02(c).

            (b) To the extent that under the terms of this Agreement, it is
necessary to determine whether any Person is a Certificate Owner, the Trustee
shall make such determination based on a certificate of such Person which shall
specify, in reasonable detail satisfactory to the Trustee, the Class and
Certificate Principal Balance or Certificate Notional Amount, as the case may
be, of the Book-Entry Certificate beneficially owned, the value of such Person's
interest in such Certificate and any intermediaries through which such Person's
Ownership Interest in such Book-Entry Certificate is held; provided, however,
that the Trustee shall not knowingly recognize such Person as a Certificate
Owner if such Person, to the knowledge of a Responsible Officer of the Trustee,
acquired its Ownership Interest in a Book-Entry Certificate in violation of
Section 5.02(b) and/or Section 5.02(c), or if such Person's certification that
it is a Certificate Owner is in direct conflict with information obtained by the
Trustee from the Depository, Depository Participants, and/or indirect
participating brokerage firms for which a Depository Participant acts as agent,
with respect to the identity of a Certificate Owner. The Trustee shall exercise
its reasonable discretion in making any determination under this Section 5.06(b)
and shall afford any Person providing information with respect to its beneficial
ownership of any Certificates an opportunity to resolve any discrepancies
between the information provided and any other information available to the
Trustee.

            SECTION 5.07 Regarding the Identification of Certain
Certificateholders.

            (a) For purposes of determining the identity of the holders of the
Class XC, Class XP, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P and Class Q Certificates to whom certain reports and other
information are required to be delivered hereunder, the Trustee and the Master
Servicer may rely, with respect to any such Certificates outstanding in
book-entry form, on a certification, given to the Trustee and provided to the
Master Servicer, by any Person that such person is such a holder entitled to
receive such reports or information hereunder. With respect to the Class A,
Class B, Class C, Class D, Class E, Class F, Class R-I, and Class R-II
Certificates, from time to time upon the request of the Master Servicer, the
Trustee shall provide the Master Servicer with a list of the Certificateholders
recorded in the Certificate Register.


                                   ARTICLE VI

   THE DEPOSITOR, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL
                      SERVICER AND THE REMIC ADMINISTRATOR

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

            The Depositor, the Master Servicer, the Special Servicer and the
REMIC Administrator shall be liable in accordance herewith only to the extent of
the respective obligations specifically imposed upon and undertaken by the
Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator
herein.

            SECTION 6.02 Merger, Consolidation or Conversion of the Depositor,
the Master Servicer, the Special Servicer or the REMIC Administrator.

            (a) Subject to the following paragraph, the Depositor, the Master
Servicer, the Special Servicer and the REMIC Administrator each will keep in
full effect its existence, rights and franchises as a corporation or other
business organization under the laws of the jurisdiction of its organization,
and each will obtain and preserve its qualification to do business as a foreign
corporation or otherwise in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement.

            (b) The Depositor, the Master Servicer, the Special Servicer and the
REMIC Administrator each may be merged or consolidated with or into any Person,
or transfer all or substantially all of its assets (which, as to the Master
Servicer and the Special Servicer, may be limited to all or substantially all of
its assets relating to the business of mortgage loan servicing) to any Person,
in which case any Person resulting from any merger or consolidation to which the
Depositor, the Master Servicer, the Special Servicer or the REMIC Administrator
shall be a party, or any Person succeeding to the business of the Depositor, the
Master Servicer, the Special Servicer or the REMIC Administrator, shall be the
successor of the Depositor, the Master Servicer, the Special Servicer or the
REMIC Administrator, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that no
successor or surviving Person shall succeed to the rights of the Master Servicer
or the Special Servicer, unless such succession will not result in any
downgrade, qualification (if applicable) or withdrawal of the rating then
assigned by any Rating Agency to any Class of Certificates (as confirmed in
writing).

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

            None of the Depositor, the Master Servicer, the Special Servicer,
the REMIC Administrator or any director, officer, employee or agent of any of
the foregoing shall be under any liability to the Trust or the
Certificateholders for any action taken, or not taken, in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer, the Special
Servicer, the REMIC Administrator or any such other Person against any breach of
a representation or warranty made herein, or against any expense or liability
specifically required to be borne thereby pursuant to the terms hereof, or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of obligations or duties
hereunder, or by reason of negligent or reckless disregard of such obligations
and duties. The Depositor, the Master Servicer, the Special Servicer, the REMIC
Administrator and any director, manager, member, officer, employee or agent
(including Sub-Servicers) of any of the foregoing may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Master
Servicer, the Special Servicer, the REMIC Administrator and any director,
manager, member, officer, employee or agent (including Sub-Servicers) of any of
the foregoing shall be indemnified and held harmless by the Trust against any
loss, liability or expense, including reasonable attorneys' fees, expenses of
counsel and expenses of litigation, incurred in connection with any claims or
legal action relating to this Agreement, the Certificates or any asset of the
Trust, other than any loss, liability or expense: (i) specifically required to
be borne by such Person pursuant to the terms hereof, including, without
limitation, Section 10.01(h); or (ii) which was incurred in connection with
claims against such party resulting from (A) any breach of a representation or
warranty made herein by such party, (B) willful misfeasance, bad faith,
recklessness or negligence in the performance of obligations or duties hereunder
by such party, or from negligent disregard of such obligations or duties, or (C)
any violation by such party of any state or federal securities law. None of the
Depositor, the Master Servicer, the Special Servicer or the REMIC Administrator
shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement and,
except in the case of a legal action contemplated by Section 3.22, in its
opinion does not involve it in any ultimate expense or liability; provided,
however, that the Depositor, the Master Servicer, the Special Servicer or the
REMIC Administrator may in its discretion undertake any such action which it may
deem necessary or desirable with respect to the enforcement and/or protection of
the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, and any liability resulting therefrom, shall be expenses, costs and
liabilities of the Trust, and the Depositor, the Master Servicer, the Special
Servicer and the REMIC Administrator each shall be entitled to the direct
payment of such expenses or to be reimbursed therefor from the Certificate
Account as provided in Section 3.05(a).

            SECTION 6.04 Master Servicer, Special Servicer and REMIC
Administrator Not to Resign.

            None of the Master Servicer, the Special Servicer or the REMIC
Administrator shall be permitted to resign from the obligations and duties
hereby imposed on it, except (i) upon the appointment of, and the acceptance of
such appointment by, a successor thereto which is reasonably acceptable to the
Trustee and the Directing Certificateholder and the receipt by the Trustee of
written confirmation from each and every Rating Agency to the effect that such
resignation and appointment will not result in the downgrade, qualification (if
applicable) or withdrawal of any rating then assigned by such Rating Agency to
any Class of Certificates, or (ii) upon determination that such obligations and
duties hereunder are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried
on by it, the other activities of the Master Servicer, Special Servicer or REMIC
Administrator, as the case may be, so causing such a conflict being of a type
and nature carried on by the Master Servicer, Special Servicer or REMIC
Administrator, as the case may be, at the date of this Agreement. Any such
determination of the nature described in clause (ii) of the preceding sentence
permitting the resignation of the Master Servicer, the Special Servicer or the
REMIC Administrator, as the case may be, shall be evidenced by an Opinion of
Counsel to such effect which shall be rendered by Independent counsel, be
addressed and delivered to the Trustee and the Rating Agencies and be paid for
by the resigning party. No such resignation for either reason shall become
effective until the Trustee or other successor shall have assumed the
responsibilities and obligations of the resigning party hereunder. All costs and
expenses of the Trustee and the Trust (including, without limitation, any costs
or expenses of any party hereto reimbursable out of the Trust Fund) in
connection with any such resignation (including, without limitation, any
requisite transfer of servicing) shall be paid for, as incurred, by the
resigning party.

            Consistent with the foregoing, none of the Master Servicer, the
Special Servicer or the REMIC Administrator shall be permitted, except as
expressly provided herein, to assign or transfer any of its rights, benefits or
privileges hereunder to any other Person, or delegate to or subcontract with, or
authorize or appoint any other Person to perform any of the duties, covenants or
obligations to be performed by it hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer, the Special Servicer or the REMIC
Administrator are transferred to a successor thereto, then, subject to Section
3.11(a) and Section 3.22, the entire amount of compensation payable to the
Master Servicer, the Special Servicer or the REMIC Administrator, as the case
may be, pursuant hereto shall thereafter be payable to such successor.

            SECTION 6.05 Rights of the Depositor and the Trustee in Respect of
the Master Servicer, the Special Servicer and the REMIC Administrator.

            The Master Servicer, the Special Servicer and the REMIC
Administrator each shall afford the Depositor and the Trustee, upon reasonable
notice, during normal business hours access to all records maintained by the
Master Servicer, the Special Servicer or the REMIC Administrator, as the case
may be, in respect of its rights and obligations hereunder and access to such of
its officers as are responsible for such obligations. Upon reasonable request,
the Master Servicer, the Special Servicer and the REMIC Administrator each shall
furnish the Depositor and the Trustee with its most recent financial statements,
and such other publicly available information directly related to the servicing
of the Mortgage Loans or to its ability to perform its obligations hereunder as
it possesses, and which it is not prohibited by law or, to the extent
applicable, binding obligations to third parties with respect to confidentiality
from disclosing, regarding its business, affairs, property and condition,
financial or otherwise; provided that neither the Depositor nor the Trustee may
disclose the contents of any information that is not available publicly to
non-affiliated third parties (other than their duly authorized representatives
which include without limitation attorneys and/or accountants) unless the
Depositor or the Trustee, as applicable, is required to do so under applicable
securities law or is compelled to do so as a matter of law. The Depositor may,
but is not obligated to, enforce the obligations of the Master Servicer, the
Special Servicer and the REMIC Administrator hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer, the Special Servicer or the REMIC Administrator
hereunder or, in connection with a default thereby, exercise the rights of the
Master Servicer, the Special Servicer or the REMIC Administrator hereunder;
provided, however, that none of the Master Servicer, the Special Servicer or the
REMIC Administrator shall be relieved of any of its obligations hereunder by
virtue of such performance by the Depositor or its designee. The Depositor shall
not have any responsibility or liability for any action or failure to act by the
Master Servicer, the Special Servicer or the REMIC Administrator and is not
obligated to supervise the performance of the Master Servicer, the Special
Servicer or the REMIC Administrator under this Agreement or otherwise.


                                   ARTICLE VII

                                     DEFAULT

            SECTION 7.01 Events of Default.

            (a) "Event of Default", wherever used herein, unless the context
otherwise requires, means any one of the following events:

            (i) any failure by the Master Servicer (A) to deposit into the
      Certificate Account any amount required to be so deposited under this
      Agreement which continues unremedied for two (2) Business Days following
      the date on which such deposit was first required to be made, but in no
      event later than one (1) day before the related Distribution Date, or (B)
      to deposit into, or to remit to the Trustee for deposit into, the
      Distribution Account on any Master Servicer Remittance Date, the full
      amount of any Master Servicer Remittance Amount and Withheld Amounts,
      respectively, required to be so deposited or remitted under this Agreement
      on such date; or

            (ii) any failure by the Special Servicer to deposit into, or to
      remit to the Master Servicer for deposit into, the Certificate Account or
      the REO Account any amount required to be so deposited or remitted under
      this Agreement which continues unremedied for two (2) Business Days
      following the date on which such deposit or remittance was first required
      to be made; or

            (iii) any failure by the Master Servicer to remit to the Trustee for
      deposit into the Distribution Account, on any Master Servicer Remittance
      Date, the full amount of P&I Advances required to be made on such date
      unless wired by 10:00 a.m. on the Distribution Date; or

            (iv) any failure by the Master Servicer to timely make any Servicing
      Advance required to be made by it pursuant to this Agreement, which
      failure continues unremedied for a period of one (1) Business Day
      following the date on which notice shall have been given to the Master
      Servicer by the Trustee as provided in Section 3.11(e); or

            (v) any failure by the Special Servicer to timely direct the Master
      Servicer to make any Servicing Advance (including any Emergency Advance)
      required to be made by the Master Servicer at its direction pursuant to
      this Agreement, which failure continues unremedied for a period of two (2)
      Business Days following the date on which notice has been given to the
      Special Servicer by the Trustee as provided in Section 3.11(e); or

            (vi) any failure on the part of the Master Servicer or the Special
      Servicer duly to observe or perform in any material respect any other of
      the covenants or agreements thereof contained in this Agreement, which
      failure continues unremedied for a period of thirty (30) days after the
      date on which written notice of such failure, requiring the same to be
      remedied, shall have been given to the Master Servicer or the Special
      Servicer, as the case may be, by any other party hereto, or to the Master
      Servicer or the Special Servicer, as the case may be, with a copy to each
      other party hereto, by the Holders of Certificates entitled to at least
      25% of the Voting Rights; provided, however, that if such covenant or
      agreement is capable of being cured and the Master Servicer or Special
      Servicer, as applicable, is diligently pursuing such cure, such thirty
      (30) day period shall be extended for an additional thirty (30) days; or

            (vii) any failure on the part of the REMIC Administrator duly to
      observe or perform in any material respect any of the covenants or
      agreements thereof contained in this Agreement, which failure continues
      unremedied for a period of thirty (30) days after the date on which
      written notice of such failure, requiring the same to be remedied, shall
      have been given to the REMIC Administrator by any other party hereto, or
      to the REMIC Administrator, with a copy to each other party hereto, by the
      Holders of Certificates entitled to at least 25% of the Voting Rights; or

            (viii) any breach on the part of the Master Servicer, the Special
      Servicer or the REMIC Administrator of any representation or warranty
      thereof contained in this Agreement which materially and adversely affects
      the interests of any Class of Certificateholders and which continues
      unremedied for a period of thirty (30) days after the date on which notice
      of such breach, requiring the same to be remedied, shall have been given
      to the Master Servicer, the Special Servicer or the REMIC Administrator,
      as the case may be, by any other party hereto, or to the Master Servicer,
      the Special Servicer or the REMIC Administrator, as the case may be, with
      a copy to each other party hereto, by the Holders of Certificates entitled
      to at least 25% of the Voting Rights; provided, however, that if such
      representation or warranty is capable of being cured and the Master
      Servicer or Special Servicer, as applicable, is diligently pursuing such
      cure, such thirty (30) day period shall be extended for an additional
      thirty (30) days; or

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

            (x) the Master Servicer, the Special Servicer or the REMIC
      Administrator shall consent to the appointment of a conservator, receiver,
      liquidator, trustee or similar official in any bankruptcy, insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings of or relating to it or of or relating to all or substantially
      all of its property; or

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

            (xii) the Master Servicer or the Special Servicer (as the case may
      be) receives actual knowledge that (i) Moody's has qualified, downgraded
      or withdrawn its rating or ratings on one or more Classes of Certificates,
      or (ii) that Moody's has placed one or more Classes of Certificates on
      "watch status" in contemplation of a rating downgrade or withdrawal (and
      such "watch status" placement shall not have been withdrawn by Moody's
      within sixty (60) days of the date the Master Servicer or Special Servicer
      (as the case may be ) obtained such actual knowledge), in the case of
      either of clauses (i) or (ii), citing servicing concerns with the Master
      Servicer or the Special Servicer (as the case may be) as the sole or
      material factor in such action; or

            (xiii) either the Master Servicer is removed from S&P's approved
      master servicer list or the Special Servicer is removed from S&P's
      approved special servicer list and the ratings of any of the Certificates
      rated by S&P are downgraded, qualified (including, without limitation, the
      placement of such Certificates on "negative credit watch") or withdrawn in
      connection with such removal.

Each Event of Default listed above as items (iv) through (xiii) shall constitute
an Event of Default only with respect to the relevant party; provided that if a
single entity acts or any two or more Affiliates act as Master Servicer, Special
Servicer and REMIC Administrator, or in any two or more of the foregoing
capacities, an Event of Default in one capacity (other than an event described
in clauses (xii) or (xiii)) will constitute an Event of Default in each such
capacity.

            (b) If any Event of Default with respect to the Master Servicer or
the Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as the Event of Default shall not have been remedied, the
Depositor or the Trustee may, and (other than with respect to the Events of
Default listed in clauses (xii) and clause (xiii) above) at the written
direction of the Holders of Certificates entitled to at least 51% of the Voting
Rights, or if the relevant Event of Default is the one described in clause (xi)
of subsection (a) above, the Trustee shall, terminate, by notice in writing to
the Defaulting Party (with a copy of such notice to each other party hereto),
all of the rights and obligations (subject to Section 3.11, accruing from and
after such notice) of the Defaulting Party under this Agreement and in and to
the Mortgage Loans and the proceeds thereof. With respect to each of the Event
of Defaults listed above as clauses (xii) and (xiii), the Trustee shall provide
written notice of such Event of Default to each Certificateholder and request
written direction of such Certificateholders whether they desire to terminate
the Defaulting Party; if no such direction is received from the Directing
Certificateholder or Holders of Certificates entitled to vote at least 51% of
the Voting Rights within fifteen (15) Business Days after delivery of such
notice by the Trustee, and the Trustee has not elected pursuant to the preceding
sentence to terminate the Defaulting Party, the Defaulting Party will not be
terminated by reason of such Event of Default. From and after the receipt by the
Defaulting Party of such written notice, all authority and power of the
Defaulting Party under this Agreement, whether with respect to the Certificates
(other than as a Holder of any Certificate) or the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this Section,
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer and the Special Servicer each agree that, if it
is terminated pursuant to this Section 7.01(b), it shall promptly (and in any
event no later than ten (10) Business Days subsequent to its receipt of the
notice of termination) provide the Trustee with all documents and records
reasonably requested thereby to enable the Trustee to assume the Master
Servicer's or Special Servicer's, as the case may be, functions hereunder, and
shall cooperate with the Trustee in effecting the termination of the Master
Servicer's or Special Servicer's, as the case may be, responsibilities and
rights hereunder, including, without limitation, the transfer within two (2)
Business Days to the Trustee for administration by it of all cash amounts which
shall at the time be or should have been credited by the Master Servicer to the
Certificate Account, the Distribution Account, any Servicing Account or any
Reserve Account (if it is the Defaulting Party) or by the Special Servicer to
the REO Account, the Certificate Account, any Servicing Account or any Reserve
Account (if it is the Defaulting Party) or thereafter be received with respect
to the Mortgage Loans and any REO Properties (provided, however, that the Master
Servicer and the Special Servicer each shall, if terminated pursuant to this
Section 7.01(b) or Section 3.23, continue to be obligated for or entitled to
receive all amounts accrued or owing by or to it under this Agreement on or
prior to the date of such termination, whether in respect of Advances or
otherwise, and it and its directors, officers, employees and agents shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
termination). All costs and expenses of the Trustee and the Trust (including,
without limitation, any costs and expenses of any party hereto reimbursable out
of the Trust Fund) in connection with the termination of the Master Servicer or
Special Servicer, as applicable, under this Section 7.01(b) (including, without
limitation, the requisite transfer of servicing) shall be paid for, as incurred,
by the Defaulting Party.

            (c) If any Event of Default with respect to the REMIC Administrator
shall occur and be continuing, then, and in each and every such case, so long as
the Event of Default shall not have been remedied, the Depositor or the Trustee
may, and at the written direction of the Holders of Certificates entitled to at
least 51% of the Voting Rights, the Trustee (or, if the Trustee is also the
REMIC Administrator, the Master Servicer) shall, terminate, by notice in writing
to the REMIC Administrator (with a copy to each of the other parties hereto),
all of the rights and obligations of the REMIC Administrator under this
Agreement. From and after the receipt by the REMIC Administrator of such written
notice (or if the Trustee is also the REMIC Administrator, from and after such
time as another successor appointed as contemplated by Section 7.02 accepts such
appointment), all authority and power of the REMIC Administrator under this
Agreement shall pass to and be vested in the Trustee (or such other successor)
pursuant to and under this Section, and, without limitation, the Trustee (or
such other successor) is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the REMIC Administrator, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination. The REMIC Administrator agrees promptly
(and in any event no later than ten (10) Business Days subsequent to its receipt
of the notice of the termination) to provide the Trustee (or, if the Trustee is
also the REMIC Administrator, such other successor appointed as contemplated by
Section 7.02) with all documents and records requested thereby to enable the
Trustee (or such other successor) to assume the REMIC Administrator's functions
hereunder, and to cooperate with the Trustee (or such other successor) in
effecting the termination of the REMIC Administrator's responsibilities and
rights hereunder (provided, however, that the REMIC Administrator shall continue
to be obligated for or entitled to receive all amounts accrued or owing by or to
it under this Agreement on or prior to the date of such termination, and it and
its directors, officers, employees and agents shall continue to be entitled to
the benefits of Section 6.03 notwithstanding any such termination).

            (d) Notwithstanding Section 7.01(b) of this Agreement, if the Master
Servicer is terminated solely due to an Event of Default under Section
7.01(a)(xii) or (xiii) and if the terminated Master Servicer provides the
Trustee with the appropriate "request for proposal" materials within the five
(5) Business Days after such termination, then the Trustee shall promptly
thereafter (using such "request for proposal" materials provided by the
terminated Master Servicer) solicit good faith bids for the rights to master
service the Mortgage Loans under this Agreement from at least three (3) Persons
qualified to act as Master Servicer hereunder in accordance with Section 6.02
and Section 7.02 for which the Trustee has received written confirmation that
the appointment of such person would not result in the downgrade, withdrawal or
qualification of a current rating on any of the Certificates and which are
reasonably acceptable to the Directing Certificateholder (any such Person so
qualified, a "Qualified Bidder") or, if three (3) Qualified Bidders cannot be
located, then from as many Persons as the Trustee can determine are Qualified
Bidders; provided that, at the Trustee's request, the terminated Master Servicer
shall supply the Trustee with the names of Persons from whom to solicit such
bids; and provided, further, that the Trustee shall not be responsible if less
than three (3) or no Qualified Bidders submit bids for the right to master
service the Mortgage Loans under this Agreement. Any "Qualified Bidder"
referenced hereunder shall be reasonably acceptable to the Directing
Certificateholder. The bid proposal shall require any Successful Bidder (as
defined below), as a condition of such bid, to enter into this Agreement as
successor Master Servicer, and to agree to be bound by the terms hereof, within
forty-five (45) days after the termination of Master Servicer. The Trustee shall
solicit bids (i) on the basis of such successor Master Servicer retaining all
Sub-Servicers to continue the primary servicing of the Mortgage Loans pursuant
to the terms of the respective Sub-Servicing Agreements and to enter into a
Sub-Servicing Agreement with the terminated Master Servicer to service each of
the Mortgage Loans not subject to a Sub-Servicing Agreement at a servicing fee
rate per annum equal to the Master Servicing Fee Rate minus 2.5 basis points per
Mortgage Loan serviced (each, a "Servicing-Retained Bid") and (ii) on the basis
of terminating each Sub-Servicing Agreement and Sub-Servicer that it is
permitted to terminate in accordance with Section 3.22 (each, a
"Servicing-Released Bid"). The Trustee shall select the Qualified Bidder with
the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing
Released Bid) (the "Successful Bidder") to act as successor Master Servicer
hereunder. The Trustee shall direct the Successful Bidder to enter into this
Agreement as successor Master Servicer pursuant to the terms hereof (and, if the
successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing
Agreement with the terminated Master Servicer as contemplated above), no later
than forty-five (45) days after the termination of the Master Servicer.

            (e) Upon the assignment and acceptance of the master servicing
rights hereunder to and by the Successful Bidder, the Trustee shall remit or
cause to be remitted (i) if the successful bid was a Servicing-Retained Bid, to
the terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

            (f) If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within forty-five (45) days after the Trustee was
appointed as successor Master Servicer or no Successful Bidder was identified
within such forty-five (45) day period, the terminated Master Servicer shall
reimburse the Trustee for all reasonable "out-of-pocket" expenses incurred by
the Trustee in connection with such bid process and the Trustee shall have no
further obligations under this Section 7.01(d). The Trustee thereafter may act
or may select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

            SECTION 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer, the Special Servicer or
the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of
Section 6.04 or receives a notice of termination pursuant to Section 7.01, the
Trustee shall be the successor in all respects to the Master Servicer, the
Special Servicer or (unless it has also been acting as such) the REMIC
Administrator, as the case may be, in its capacity as such under this Agreement
and the transactions set forth or provided for herein and shall be subject to
all the responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Master Servicer, the Special Servicer or the REMIC
Administrator, as the case may be, by the terms and provisions hereof,
including, without limitation, if the Master Servicer is the resigning or
terminated party, the Master Servicer's obligation to make P&I Advances;
provided that any failure to perform such duties or responsibilities caused by
the Master Servicer's, the Special Servicer's or the REMIC Administrator's, as
the case may be, failure to cooperate or to provide information or monies
required by Section 7.01 shall not be considered a default by the Trustee
hereunder. Neither the Trustee nor any other successor shall be liable for any
of the representations and warranties of the resigning or terminated party or
for any losses incurred by the resigning or terminated party pursuant to Section
3.06 hereunder nor shall the Trustee nor any other successor be required to
purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee
shall be entitled to all fees and other compensation, (subject to Section 3.11)
which the resigning or terminated party would have been entitled to for future
services rendered if the resigning or terminated party had continued to act
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling
to so act, or shall, if it is unable to so act, or is not approved by each and
every Rating Agency as an acceptable master servicer or special servicer, as the
case may be, of commercial mortgage loans; or if the Directing Certificateholder
or if the Holders of Certificates entitled to at least 51% of the Voting Rights
so request in writing to the Trustee; or if the REMIC Administrator is the
resigning or terminated party and the Trustee had been acting in such capacity,
promptly appoint, or petition a court of competent jurisdiction to appoint, any
established and qualified institution as the successor to the Master Servicer,
the Special Servicer or the REMIC Administrator, as the case may be, hereunder
in the assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer, the Special Servicer or the REMIC
Administrator, as the case may be, hereunder; provided, in the case of a
successor Master Servicer, such successor has been approved by the Directing
Certificateholder, which consent with respect to the Master Servicer shall not
be unreasonably withheld or delayed; provided that such appointment does not
result in the downgrading, qualification (if applicable) or withdrawal of any
rating then assigned by any Rating Agency to any Class of Certificates (as
evidenced by written confirmation thereof from each Rating Agency); provided
further that in the case of a resigning or terminated Special Servicer, such
appointment shall be subject to the rights of the Majority Certificateholder of
the Controlling Class to designate a successor pursuant to Section 3.23. No
appointment of a successor to the Master Servicer, the Special Servicer or the
REMIC Administrator hereunder shall be effective until the assumption of the
successor to such party of all its responsibilities, duties and liabilities
hereunder. Pending appointment of a successor to the Master Servicer, the
Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in
such capacity as hereinabove provided. Notwithstanding the above, the Trustee
shall, if the Master Servicer is the resigning or terminated party and the
Trustee is prohibited by law or regulation from making P&I Advances, promptly
appoint any established mortgage loan servicing institution that has a net worth
of not less than $15,000,000 and is otherwise acceptable to each Rating Agency
(as evidenced by written confirmation therefrom to the effect that the
appointment of such institution would not cause the qualification, downgrading
or withdrawal of the then current rating on any Class of Certificates), as the
successor to the Master Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer hereunder
(including, without limitation, the obligation to make P&I Advances), which
appointment will become effective immediately. Subject to Section 3.11 and in
connection with any such appointment and assumption described herein, the
Trustee may make such arrangements for the compensation of such successor out of
payments on or in respect of the Mortgage Loans or otherwise as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the resigning or terminated party hereunder. The
Depositor, the Trustee, such successor and each other party hereto shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Any costs and expenses associated with the transfer of the
foregoing functions under this Agreement (other than the set-up costs of the
successor) shall be borne by the predecessor Master Servicer, Special Servicer
or REMIC Administrator, as applicable, and, if not paid by such predecessor
Master Servicer, Special Servicer or REMIC Administrator within thirty (30) days
of its receipt of an invoice therefor, shall be an expense of the Trust;
provided that such predecessor Master Servicer, Special Servicer or REMIC
Administrator shall reimburse the Trust for any such expense so incurred by the
Trust; and provided, further, that the Trustee shall decide whether and to what
extent it is in the best interest of the Certificateholders to pursue any remedy
against any party obligated to make such reimbursement.

            SECTION 7.03 Notification to Certificateholders.

            (a) Upon any resignation of the Master Servicer, the Special
Servicer or the REMIC Administrator pursuant to Section 6.04, any termination of
the Master Servicer, the Special Servicer or the REMIC Administrator pursuant to
Section 7.01 or any appointment of a successor to the Master Servicer, the
Special Servicer or the REMIC Administrator pursuant to Section 6.04 or Section
7.02, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register.

            (b) Not later than the later of (i) sixty (60) days after the
occurrence of any event which constitutes or, with notice or lapse of time or
both, would constitute an Event of Default and (ii) five (5) days after the
Trustee has actual knowledge, or would be deemed in accordance with Section
8.02(g) to have notice of the occurrence of such an event, the Trustee shall
transmit by mail to the other non-defaulting parties hereto and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.

            SECTION 7.04 Waiver of Events of Default.

            The Holders entitled to at least 66-2/3% of the Voting Rights
allocated to each of the Classes of Certificates affected by any Event of
Default hereunder may waive such Event of Default, except that prior to any
waiver of an Event of Default arising from a failure to make P&I Advances, the
Trustee shall be reimbursed all amounts which it has advanced. Upon any such
waiver of an Event of Default, such Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor (provided that
neither the Depositor nor any Affiliate thereof is the party in respect of which
such Event of Default exists) shall be entitled to the same Voting Rights with
respect to the matters described above as they would if any other Person held
such Certificates.

            SECTION 7.05 Additional Remedies of Trustee Upon Event of Default.

            During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name and as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            SECTION 8.01 Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default
hereunder and after the curing or waiver of all such Events of Default and
defaults which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement; provided that it is
herein acknowledged and agreed that the Trustee is at all times acting in a
fiduciary capacity with respect to the Certificateholders. If an Event of
Default hereunder occurs and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Agreement and applicable law, and use
the same degree of care and skill in their exercise as a prudent man or the
Trustee would exercise or use under the circumstances in the conduct of his or
its own affairs (whichever standard would be higher). Any permissive right of
the Trustee contained in this Agreement shall not be construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform in form to the requirements of this Agreement. If
any such instrument is found not to so conform to the requirements of this
Agreement in a material manner, the Trustee shall take such action as it deems
appropriate to have the instrument corrected. The Trustee shall not be
responsible for, but may assume and rely upon, the accuracy and content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer, the Special Servicer
or the REMIC Administrator and accepted by the Trustee in good faith, pursuant
to this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

            (i) The duties and obligations of the Trustee shall be determined
      solely by the express provisions of this Agreement, the Trustee shall not
      be liable except for the performance of such duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Trustee and, in
      the absence of bad faith on the part of the Trustee, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee and conforming to the requirements of this
      Agreement;

            (ii) The Trustee shall not be personally liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible
      Officers of the Trustee, unless it shall be proved that the Trustee was
      negligent in ascertaining the pertinent facts; and

            (iii) The Trustee shall not be personally liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of Holders of Certificates entitled to at
      least 25% (or, as to any particular matter, any higher percentage as may
      be specifically provided for hereunder) of the Voting Rights relating to
      the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee, under this Agreement.

            (d) The Trustee hereby indemnifies and holds the Trust harmless for
all losses, liabilities and damages incurred by the Trust or the
Certificateholders by virtue of the Trustee's negligence or fraud.

            SECTION 8.02 Certain Matters Affecting the Trustee.

            Except as otherwise provided in Section 8.01:

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

            (b) The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance therewith;

            (c) The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to make any investigation of
matters arising hereunder or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby; the Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it; nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default hereunder which has not
been cured, to exercise such of the rights and powers vested in it by this
Agreement and to use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs;

            (d) The Trustee shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;

            (e) Prior to the occurrence of an Event of Default hereunder, and
after the curing of all such Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates entitled to at
least 25% of the Voting Rights; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to taking any such action;

            (f) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys-in-fact, provided that the use of any such agent or attorney-in-fact
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of any such agent or
attorney-in-fact;

            (g) For all purposes under this Agreement, the Trustee shall not be
deemed to have notice of any Event of Default hereunder unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office, and such notice references the Certificates or this
Agreement; and

            (h) The Trustee shall not be responsible for any act or omission of
the Master Servicer, the Special Servicer or the REMIC Administrator (unless the
Trustee is acting as Master Servicer, Special Servicer or REMIC Administrator,
as the case may be) or for any act or omission of the Depositor or the Mortgage
Loan Seller.

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

            The recitals contained herein and in the Certificates (other than
the representations and warranties of, and the other statements attributed to,
the Trustee in Article II and the certificate of authentication executed by the
Trustee as Certificate Registrar set forth on each outstanding Certificate)
shall be taken as the statements of the Depositor, the Master Servicer, the
Special Servicer or the REMIC Administrator, as the case may be, and the Trustee
and the Fiscal Agent assume no responsibility for their correctness. The Trustee
and the Fiscal Agent make no representations as to the validity or sufficiency
of this Agreement (other than as specifically set forth in Sections 2.08) or of
any Certificate (other than as to the signature of the Trustee set forth
thereon) or of any Mortgage Loan or related document. The Trustee and the Fiscal
Agent shall not be accountable for the use or application by the Depositor of
any of the Certificates issued to it or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor in respect of the
assignment of the Mortgage Loans to the Trust, or any funds deposited in or
withdrawn from the Certificate Account, the Interest Reserve Account or any
other account by or on behalf of the Depositor, the Master Servicer, the Special
Servicer or the REMIC Administrator. The Trustee and the Fiscal Agent shall not
be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Master Servicer, the Special Servicer or the REMIC Administrator
and accepted by the Trustee, in good faith, pursuant to this Agreement.

            SECTION 8.04 Trustee May Own Certificates.

            The Trustee, in its individual or any other capacity, and any agent
of the Trustee may become the owner or pledgee of Certificates with, except as
otherwise provided in the definition of Certificateholder, the same rights it
would have if it were not the Trustee or such agent, as the case may be.

            SECTION 8.05 Fees of Trustee; Indemnification of Trustee.

            (a) The Trustee shall pay to itself on each Distribution Date,
pursuant to Section 3.05(b)(ii), from amounts on deposit in the Distribution
Account, an amount equal to the Trustee Fee for such Distribution Date and, to
the extent not previously received, for each prior Distribution Date.

            (b) The Trustee, the Fiscal Agent and any director, officer,
employee or agent of the Trustee or the Fiscal Agent, as applicable, or Person,
if any, who controls the Trustee or the Fiscal Agent, as applicable, within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act, shall be entitled to be indemnified and held harmless by the Trust (to the
extent of amounts on deposit in the Certificate Account and the Distribution
Account from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation,
counsel fees, damages, judgments and amounts paid in settlement) arising out of,
or incurred in connection with, any legal actions relating to the exercise and
performance of any of the powers and duties of the Trustee hereunder; provided
that none of the Trustee or any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable
overhead, (ii) expenses or disbursements incurred or made by or on behalf of the
Trustee in the normal course of the Trustee's performing its routine duties in
accordance with any of the provisions hereof, (iii) any expense or liability
specifically required to be borne thereby pursuant to the terms hereof, or (iv)
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of the Trustee's obligations and duties
hereunder, or by reason of negligent disregard of such obligations or duties, or
as may arise from a breach of any representation, warranty or covenant of the
Trustee made herein. The provisions of this Section 8.05(b) shall (i) survive
any resignation or removal of the Trustee and appointment of a successor trustee
and (ii) extend to any other role which the Trustee may assume hereunder,
including without limitation REMIC Administrator, Custodian and/or Certificate
Registrar.

            SECTION 8.06 Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be a corporation, a trust
company, a bank or a banking association: (i) organized and doing business under
the laws of the United States of America or any State thereof or the District of
Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having
a combined capital and surplus of at least $50,000,000; (iv) subject to
supervision or examination by federal or state authority; and (v) whose
long-term senior unsecured debt is rated not less than "Aa3" by Moody's, and
"AA" by S&P (or, in the case of each Rating Agency, such lower ratings as would
not, as confirmed in writing by such Rating Agency, result in a downgrade,
qualification (if applicable) or withdrawal of any of the then-current ratings
assigned by such Rating Agency to the Certificates). If such corporation, trust
company, bank or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then, for the purposes of this Section 8.06, the combined
capital and surplus of such corporation, trust company, bank or banking
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. No Person shall become a
successor trustee hereunder if the succession of such Person would result in a
downgrade, qualification (if applicable) or withdrawal of any of the ratings
then assigned by the Rating Agencies to the Certificates. In case at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.07. The corporation, trust company, bank or banking
association serving as Trustee may have normal banking and trust relationships
with the Depositor, the Master Servicer, the Special Servicer, the REMIC
Administrator and their respective Affiliates.

            SECTION 8.07 Resignation and Removal of the Trustee.

            (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer, the REMIC Administrator, the Swap
Counterparty and to all Certificateholders. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee acceptable
to the Master Servicer by written instrument, in duplicate, which instrument
shall be delivered to the resigning Trustee and to the successor trustee. A copy
of such instrument shall be delivered to the Master Servicer, the Special
Servicer, the Swap Counterparty, the REMIC Administrator and the
Certificateholders by the Depositor. If no successor trustee shall have been so
appointed and have accepted appointment within thirty (30) days after the giving
of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the Master Servicer, or if at any
time the Trustee or the Fiscal Agent shall become incapable of acting, or shall
be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Fiscal
Agent or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or the Fiscal Agent or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee and the Fiscal Agent and appoint a successor
trustee and successor fiscal agent, if applicable, acceptable to the Master
Servicer by written instrument, in duplicate, which instrument shall be
delivered to the Trustee and the Fiscal Agent so removed and to the successor
trustee and successor fiscal agent, if applicable. A copy of such instrument
shall be delivered to the Master Servicer, the Special Servicer, the Directing
Certificateholder, the REMIC Administrator and the Certificateholders by the
Depositor. Removal or resignation of the Trustee shall be deemed to be
simultaneous resignation of the Fiscal Agent.

            (c) The Holders of Certificates entitled to at least 33 1/3% of the
Voting Rights may at any time remove the Trustee and the Fiscal Agent and
appoint a successor trustee by written instrument or instruments, in triplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set to the Trustee so removed and one complete set to the successor so
appointed; provided that the Master Servicer, the Depositor and the remaining
Certificateholders shall have been notified; and provided further that other
Holders of the Certificates entitled to a greater percentage of the Voting
Rights shall not have objected to such removal in writing to the Master Servicer
and the Depositor within thirty (30) days of their receipt of notice thereof. A
copy of such instrument shall be delivered to the Depositor, the Special
Servicer, the REMIC Administrator and the remaining Certificateholders by the
Master Servicer. If the Trustee and the Fiscal Agent are removed under this
Agreement without cause, all reasonable costs and expenses incurred by the
Trustee and the Fiscal Agent (to the extent not duplicative of any reimbursement
provided for under Section 8.08(a)) shall be at the expense of the party causing
such removal.

            (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08; and no such resignation or removal of the Trustee
and/or appointment of a successor trustee shall be permitted, unless, as
confirmed in writing by each Rating Agency, such resignation or removal and
appointment would not result in the downgrade, qualification (if applicable) or
withdrawal of the rating assigned by any Rating Agency to any Class of
Certificates.

            SECTION 8.08 Successor Trustee.

            (a) Any successor trustee and successor fiscal agent, if applicable,
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to
the Depositor, the Master Servicer, the Special Servicer, the REMIC
Administrator and to its predecessor trustee and predecessor fiscal agent an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee and predecessor fiscal agent shall become
effective and such successor trustee and successor fiscal agent, if applicable,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein or fiscal agent. The
predecessor trustee shall deliver to the successor trustee all Mortgage Files
and related documents and statements held by it hereunder, and the Depositor,
the Master Servicer, the Special Servicer, the REMIC Administrator and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and
confirm in the successor trustee all such rights, powers, duties and
obligations, and to enable the successor trustee to perform its obligations
hereunder. If such predecessor trustee was removed as Trustee under this
Agreement without cause, the cost of any such execution, delivery or action
shall be at the expense of the Trust.

            (b) No successor trustee or successor fiscal agent, if applicable,
shall accept appointment as provided in this Section 8.08 unless at the time of
such acceptance such successor trustee or successor fiscal agent shall be
eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, the successor trustee shall mail notice of the
succession of such trustee and fiscal agent hereunder to the Depositor and the
Certificateholders.

            SECTION 8.09 Merger or Consolidation of Trustee or Fiscal Agent.

            Any entity into which the Trustee may be merged or converted or with
which it may be consolidated or any entity resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any entity succeeding
to the corporate trust business of the Trustee, shall be the successor of the
Trustee, hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided that the Trustee shall continue to be eligible under
the provisions of Section 8.06. Any Person into which the Fiscal Agent may be
merged or converted or with which it may be consolidated or any corporation or
bank resulting from any merger, conversion or consolidation to which the Fiscal
Agent shall be a party, or any corporation or banking association succeeding to
all or substantially all of the corporate trust business of the Fiscal Agent
shall be the successor of the Fiscal Agent hereunder, provided that such
corporation or bank shall be eligible under the provisions of Section 8.06
without the execution or filing of any paper or any further act on the party of
any of the parties hereto, anything to the contrary notwithstanding. The
successor to the Trustee shall promptly notify in writing each of the other
parties hereto, the Certificateholders and the Rating Agencies of any such
merger, conversion, consolidation or succession to business.

            SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within fifteen (15)
days after the receipt by it of a request to do so, or in case an Event of
Default in respect of the Master Servicer shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer, the Special Servicer or the REMIC
Administrator hereunder), the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties, responsibilities or
liabilities hereunder; provided the Trustee shall have no liability for the
actions or inaction of a separate trustee or co-trustee which do not comply with
the provisions of Section 8.10(b).

            SECTION 8.11 Appointment of Custodians.

            The Trustee may, with the consent of the Master Servicer, appoint
one or more Custodians to hold all or a portion of the Mortgage Files as agent
for the Trustee; provided that if the Custodian is an Affiliate of the Trustee
such consent of the Master Servicer need not be obtained and the Trustee shall
instead notify the Master Servicer of such appointment. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have combined capital and surplus (or shall have its performance
guaranteed by an Affiliate with a combined capital and surplus) of at least
$10,000,000, shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File and shall not be the Depositor, the Mortgage Loan
Sellers or any Affiliate of any of them. Each Custodian shall be subject to the
same obligations and standard of care as would be imposed on the Trustee
hereunder in connection with the retention of Mortgage Files directly by the
Trustee. The appointment of one or more Custodians shall not relieve the Trustee
from any of its duties, liabilities or obligations hereunder, and the Trustee
shall remain responsible for all acts and omissions of any Custodian. Any such
Custodian (other than the Trustee or an Affiliate of the Trustee) shall maintain
the same errors and omissions insurance as required of the Master Servicer
pursuant to Section 3.07(c).

            SECTION 8.12 Access to Certain Information.

            (a) The Trustee shall provide or cause to be provided to the
Depositor, the Master Servicer, the Special Servicer and the Rating Agencies,
and to the OTS, the FDIC, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any Certificateholder,
access to the Mortgage Files and any other documentation regarding the Mortgage
Loans and the Trust Fund, that is within its control which may be required by
this Agreement or by applicable law. Such access shall be afforded without
charge but only upon reasonable prior written request and during normal business
hours at the offices of the Trustee designated by it.

            (b) Promptly following the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee 10 copies of any private placement memorandum or other disclosure
document used by the Depositor or its Affiliate in connection with the offer and
sale of the Class of Certificates to which such Non-Registered Certificate
belongs. In addition, if any such private placement memorandum or disclosure
document is revised, amended or supplemented at any time following the delivery
thereof to the Trustee, the Depositor promptly shall inform the Trustee of such
event and shall deliver to the Trustee 10 copies of the private placement
memorandum or disclosure document, as revised, amended or supplemented. The
Trustee shall maintain at its Corporate Trust Office and shall on behalf of the
Depositor, upon reasonable advance written notice, make available during normal
business hours for review by each Rating Agency and by any Certificateholder or
any Certificate Owner or any Person identified to the Trustee by a
Certificateholder or a Certificate Owner as a prospective transferee of a
Certificate or interest therein, originals or copies of the following items: (i)
in the case of a Holder or prospective transferee of a Non-Registered
Certificate, any private placement memorandum or other disclosure document
relating to the Class of Certificates to which such Non-Registered Certificate
belongs, in the form most recently provided to the Trustee; and (ii) in all
cases, (A) all Officer's Certificates delivered to the Trustee since the Closing
Date pursuant to Section 3.13, (B) all accountants' reports delivered to the
Trustee since the Closing Date pursuant to Section 3.14, (C) the most recent
inspection report, together with any related additional written or electronic
information, prepared or obtained by, or on behalf of, the Master Servicer or
Special Servicer, as the case may be, and delivered to the Trustee in respect of
each Mortgaged Property pursuant to Section 3.12(a), (D) all Mortgagor financial
statements and Mortgaged Property operating statements and rent rolls, together
with any related additional written or electronic information, delivered to the
Trustee by the Master Servicer or the Special Servicer pursuant to Section
3.12(b), (E) any and all notices and reports delivered to the Trustee with
respect to any Mortgaged Property securing a defaulted Mortgage Loan as to which
the environmental testing contemplated by Section 3.09(c) revealed that either
of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof was not satisfied or that any remedial, corrective or other further
action contemplated in such clauses is required (but only for so long as such
Mortgaged Property or the related Mortgage Loan is part of the Trust Fund), (F)
all documents constituting the Mortgage Files, including, without limitation,
any and all modifications, waivers and amendments of the terms of a Mortgage
Loan entered into by the Master Servicer or the Special Servicer and delivered
to the Trustee pursuant to Section 3.20 (but, in each case, only for so long as
the related Mortgage Loan is part of the Trust Fund) and, (G) any Asset Status
Report. Copies of any and all of the foregoing items are to be available from
the Trustee upon request; however, the Trustee shall be permitted to require
payment of a sum sufficient to cover the reasonable costs and expenses of
providing such service.

            In connection with providing access to or copies of the items
described in the immediately preceding paragraph of this Section 8.12(b), the
Trustee may require, unless the Depositor directs otherwise, (i) in the case of
Certificate Owners, a written confirmation executed by the requesting Person, in
form reasonably satisfactory to the Trustee, generally to the effect that such
Person is a beneficial holder of Certificates and will keep such information
confidential and (ii) in the case of any prospective purchaser of a Certificate
or, in the case of a Book-Entry Certificate, of a beneficial ownership interest
therein, a written confirmation executed by the requesting Person, in form
reasonably satisfactory to the Trustee, generally to the effect that such Person
is a prospective purchaser of a Certificate or a beneficial ownership interest
therein, is requesting the information for use in evaluating a possible
investment in Certificates and will otherwise keep such information
confidential. All Certificateholders, by acceptance of their Certificates, shall
be deemed to have agreed to keep such information confidential, except to the
extent that the Depositor grants written permission to the contrary.
Notwithstanding the preceding sentences of this paragraph, the Trustee shall
have no responsibility for the accuracy, completeness or sufficiency of any
information so made available or furnished by it in the manner described in the
immediately preceding paragraph.

            SECTION 8.13 Filings with the Securities and Exchange Commission.

            The provisions of this paragraph shall not apply until such time as
any Class of Certificates is registered under the Securities Act of 1933.
Thereupon, the Depositor shall prepare for filing, execute and properly file
with the Commission, the initial 8-K. The Trustee shall, at the expense of the
Depositor, prepare for filing, execute and properly file with the Commission (i)
the Form 10-K, (ii) the Form 15 in January, 2002 and (iii) the Form 8-K with the
following attachments: (a) the Distribution Date Statements, and (b) any
additional items requested by the Depositor, and (c) any items specifically
provided herein to be filed on behalf of the Trust under the Exchange Act;
provided that any such items shall have been received by the Trustee (to the
extent not generated by the Trustee) in the format required for electronic
filing via the EDGAR system. The Depositor hereby grants to the Trustee a
limited power of attorney to execute and file each such document (other than the
initial 8-K) on behalf of the Depositor. Such power of attorney shall continue
until either the earlier of (i) receipt by the Trustee from the Depositor of
written termination of such power of attorney and (ii) the termination of the
Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time
to time upon request, such further information, reports, and financial
statements within its control related to this Agreement and the Mortgage Loans
as the Trustee reasonably deems appropriate to prepare and file all necessary
reports with the Commission. The Trustee shall have no responsibility to file
any such items that have not been received in such EDGAR compatible or
convertible format nor shall it have any responsibility to convert any items to
such format. The Depositor shall (i) promptly file, and exercise its reasonable
best efforts to obtain a favorable response to, no-action requests to, or
requests for other appropriate exemptive relief from, the Commission regarding
the usual and customary exemption from certain reporting requirements granted to
issuers of securities similar to the Certificates; and, (ii) promptly forward
copies of any response from the Commission to the Trustee.

            SECTION 8.14 Fiscal Agent Appointed; Concerning the Fiscal Agent.

            (a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial
Fiscal Agent hereunder for the purposes of exercising and performing the
obligations and duties imposed upon the Fiscal Agent hereunder.

            (b) The Fiscal Agent undertakes to make Advances as specifically set
forth hereunder and the Fiscal Agent shall not be liable except for the making
of Advances.

            (c) No provision of this Agreement shall be construed to relieve the
Fiscal Agent from liability for its own negligent failure to act, bad faith or
its own willful misfeasance; provided, however, that (i) the duties and
obligations of the Fiscal Agent shall be determined solely by the express
provisions hereunder, and the Fiscal Agent shall not be liable except for the
performance of such duties and obligations, (ii) no implied covenants or
obligations shall be read into this Agreement against the Fiscal Agent and, in
the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may
conclusively rely, as to the truth and correctness of the statements or
conclusions expressed therein, upon any resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Fiscal Agent by the Primary Servicer, the Master Servicer, the Special Servicer
or the Depositor and which on their face do not contradict the requirements of
this Agreement, and (iii) the provisions of clauses (ii) and (iii) of Section
8.01(c) shall apply to the Fiscal Agent.

            The Fiscal Agent also shall have the benefit of provisions of
clauses (a), (b), (c), (d), (e), (f) and (h) of Section 8.02.


                                   ARTICLE IX

                                   TERMINATION

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

            Subject to Section 9.02, the Trust and the respective obligations
and responsibilities under this Agreement of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent and the REMIC Administrator
(other than the obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth and the obligations of the REMIC
Administrator to file the final Tax Returns for REMIC I and REMIC II and to
maintain the books and records thereof for a commercially reasonable period)
shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase by the Majority Certificateholder of the
Controlling Class (other than the Depositor or a Mortgage Loan Seller) the
Master Servicer, or the Special Servicer (in that order of priority) of all
Mortgage Loans and each REO Property remaining in REMIC I at a price (to be
calculated by the Master Servicer and the Trustee as of the close of business on
the third (3rd) Business Day preceding the date upon which notice of any such
purchase is furnished to Certificateholders pursuant to the third paragraph of
this Section 9.01 and as if the purchase was to occur on such Business Day)
equal to (A) the aggregate Purchase Price of all the Mortgage Loans included in
REMIC I, plus (B) the appraised value of each REO Property, if any, included in
REMIC I (such appraisal to be conducted by a Qualified Appraiser selected by the
Master Servicer or the Special Servicer and approved by the Trustee), minus (C)
if such purchase is being made by the Master Servicer or the Special Servicer,
the aggregate amount of unreimbursed Advances made by the related person,
together with any Advance Interest payable to the related person in respect of
such Advances and any unpaid servicing compensation remaining outstanding (which
items shall be deemed to have been paid or reimbursed to the related person in
connection with such purchase), and (ii) the final payment or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I; provided, however, that in no event shall the trust
created hereby continue beyond the expiration of twenty-one (21) years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.

            The Majority Certificateholder of the Controlling Class (other than
the Depositor) has the right, and if the Majority Certificateholder of the
Controlling Class fails to exercise such right, the Master Servicer and the
Special Servicer, in that order of priority, has the right to purchase all of
the Mortgage Loans and each REO Property remaining in REMIC I as contemplated by
clause (i) of the preceding paragraph by giving written notice to the other
parties hereto no later than sixty (60) days prior to the anticipated date of
purchase; provided, however, that the Master Servicer, the Special Servicer and
any Majority Certificateholder of the Controlling Class (other than the
Depositor) each may so elect to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I only if the aggregate Stated Principal Balance of
the Mortgage Pool at the time of such election is less than 1.0% of the Initial
Pool Balance. In the event that the Master Servicer, the Special Servicer or any
Majority Certificateholder of the Class (other than the Depositor) elects to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC I in
accordance with the preceding sentence, the Master Servicer, the Special
Servicer or such Majority Certificateholder, as applicable, shall deposit in the
Distribution Account not later than the Master Servicer Remittance Date relating
to the Distribution Date on which the final distribution on the Certificates is
to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other
than the Certificateholders pursuant to Section 3.05(a), which portion shall be
deposited in the Certificate Account). In addition, the Master Servicer shall
transfer all amounts required to be transferred to the Distribution Account on
such Master Servicer Remittance Date from the Certificate Account pursuant to
the first paragraph of Section 3.04(b). Upon confirmation that such final
deposits have been made, the Trustee shall release or cause to be released to
the purchaser or its designee, the Mortgage Files for the remaining Mortgage
Loans and shall execute all assignments, endorsements and other instruments
furnished to it by the purchaser, as shall be necessary to effectuate transfer
of the Mortgage Loans and REO Properties remaining in REMIC I.

            Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and, if not previously notified pursuant to the
preceding paragraph, to the other parties hereto mailed (a) in the event such
notice is given in connection with a purchase by the Master Servicer or any
Majority Certificateholder of the Controlling Class (other than the Depositor)
of all of the Mortgage Loans and each REO Property remaining in REMIC I, not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates or (b)
otherwise during the month of such final distribution on or before the 5th day
of such month, in each case specifying (i) the Distribution Date upon which the
Trust will terminate and final payment on the Certificates will be made, (ii)
the amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the
Certificate Registrar or such other location therein designated.

            Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the Available
Distribution Amount and Prepayment Premiums for such date that is allocable to
payments on the relevant Class in accordance with Section 4.01(b) and Section
4.01(c)(i). Final distributions on the REMIC I Regular Interests and the Class
A-2F Regular Interest shall be made on such date as provided in Section
4.01(a)(i), Section 4.01(b) and Section 4.01(k).

            Any funds not distributed to any Holder or Holders of Certificates
of any Class on the Final Distribution Date because of the failure of such
Holder or Holders to tender their Certificates shall, on such date, be set aside
and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six (6) months after the time specified in
such notice, the Trustee shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one (1) year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such reasonable steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall
deem appropriate. The costs and expenses of holding such funds in trust and of
contacting such Certificateholders following the first anniversary of the
delivery of such second notice to the non-tendering Certificateholders shall be
paid out of such funds. No interest shall accrue or be payable to any former
Holder on any amount held in trust hereunder. If by the second anniversary of
the delivery of such second notice, all of the Certificates shall not have been
surrendered for cancellation, the Class R-II Certificateholders shall be
entitled to all unclaimed funds and other assets which remain subject thereto.

            SECTION 9.02 Additional Termination Requirements.

            In the event the Master Servicer, the Special Servicer or a Majority
Certificateholder of the Controlling Class (other than the Depositor) purchases
all of the Mortgage Loans and each REO Property remaining in REMIC I as provided
in Section 9.01, the Trust (and, accordingly, REMIC I and REMIC II) shall be
terminated in accordance with the following additional requirements, unless the
Master Servicer or such Majority Certificateholder, as applicable, obtains at
its own expense and delivers to the Trustee and the REMIC Administrator an
Opinion of Counsel, addressed to the Trustee and the REMIC Administrator, to the
effect that the failure of the Trust to comply with the requirements of this
Section 9.02 will not result in the imposition of taxes on "prohibited
transactions" of REMIC I or REMIC II as defined in Section 860F of the Code or
cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificates are outstanding:

            (i) the REMIC Administrator shall specify the first day in the
      ninety (90) day liquidation period in a statement attached to the final
      Tax Return for each of REMIC I and REMIC II pursuant to Treasury
      Regulations Section 1.860F-1;

            (ii) during such ninety (90) day liquidation period and at or prior
      to the time of making of the final payment on the Certificates, the
      Trustee shall sell all of the assets of REMIC I to the Master Servicer or
      the Majority Certificateholder of the Controlling Class, as applicable,
      for cash; and

            (iii) prior to the end of such ninety (90) day period and at the
      time of the making of the final payment on the Certificates, the Trustee
      shall distribute or credit, or cause to be distributed or credited, to the
      Holders of the Class R-I Certificates (in the case of REMIC I) and the
      Class R-II Certificates (in the case of REMIC II) all cash on hand (other
      than cash retained to meet claims), and each of REMIC I and REMIC II shall
      terminate at that time.


                                    ARTICLE X

                  ADDITIONAL REMIC AND GRANTOR TRUST PROVISIONS

            SECTION 10.01 REMIC Administration.

            (a) The REMIC Administrator shall elect to treat each of REMIC I and
REMIC II as a REMIC under the Code and, if necessary, under Applicable State
Law. Each such election will be made on Form 1066 or other appropriate federal
or state Tax Returns for the taxable year ending on the last day of the calendar
year in which the Certificates are issued.

            (b) The REMIC I Regular Interests are hereby designated as the
"regular interests" (within the meaning of Section 860G(a)(1) of the Code), and
the Class R-I Certificates are hereby designated as the sole Class of "residual
interests" (within the meaning of Section 860G(a)(2) of the Code), in REMIC I.
The Class XC, Class XP, Class A-1, Class A-2, Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
O, Class P and Class Q Certificates and the Class A-2F Regular Interest are
hereby designated as the "regular interests" (within the meaning of Section
860G(a)(1) of the Code), and the Class R-II Certificates are hereby designated
as the sole Class of "residual interest" (within the meaning of Section
860G(a)(2) of the Code) (in the case of the Class Q Certificates exclusive of
the portion thereof representing a beneficial interest in the Excess Interest
and the Excess Interest Distribution Account), in REMIC II. For the avoidance of
doubt, the Class XC and Class XP Certificates represent "specified portions,"
within the meaning of Treasury Regulations Section 1.860G-1(a)(2), of the
interest payments on the REMIC I Regular Interests corresponding to their
respective Components. None of the REMIC Administrator, the Master Servicer, the
Special Servicer or the Trustee shall, to the extent it is within the control of
such Person, create or permit the creation of any other "interests" in either
REMIC I or REMIC II (within the meaning of Treasury Regulations Section
1.860D-1(b)(1)).

            (c) The Closing Date is hereby designated as the "startup day" of
each of REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the
Code. The "latest possible maturity date", within the meaning of Treasury
Regulations Section 1.860G-1(a)(4)(iii) of (i) the REMIC I Regular Interests,
the REMIC II Regular Certificates (other than the Class XP Certificates), and
the Class A-2F Regular Interest is July 11, 2021, the Distribution Date
following the latest maturity date of any Mortgage Loan and (ii) the Class XP
Certificates is the Class XP Termination Date.

            (d) The REMIC Administrator is hereby designated as agent for the
Tax Matters Person of each of REMIC I and REMIC II and shall: act on behalf of
the Trust in relation to any tax matter or controversy, represent the Trust in
any administrative or judicial proceeding relating to an examination or audit by
any governmental taxing authority, request an administrative adjustment as to
any taxable year of REMIC I or REMIC II, enter into settlement agreements with
any governmental taxing agency, extend any statute of limitations relating to
any tax item of REMIC I or REMIC II, and otherwise act on behalf of each of
REMIC I and REMIC II in relation to any tax matter or controversy involving such
REMIC. By their acceptance thereof, the Holders of the Residual Certificates
hereby agree to irrevocably appoint the REMIC Administrator as their agent to
perform all of the duties of the Tax Matters Person for REMIC I and REMIC II.
Subject to Section 10.01(h), the legal expenses and costs of any action
described in this subsection (d) and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the REMIC Administrator shall
be entitled to be reimbursed therefor out of any amounts on deposit in the
Distribution Account as provided by Section 3.05(b).

            (e) The REMIC Administrator shall prepare and file or cause to be
prepared and filed, and the Trustee shall sign, all of the Tax Returns in
respect of each of REMIC I and REMIC II. The expenses of preparing and filing
such returns shall be borne by the REMIC Administrator without any right of
reimbursement therefor.

            (f) The REMIC Administrator shall perform or cause to be performed
on behalf of each of REMIC I and REMIC II all reporting and other tax compliance
duties that are the responsibility of each such REMIC under the Code, the REMIC
Provisions or other compliance guidance issued by the IRS or any other taxing
authority under Applicable State Law. Included among such duties, the REMIC
Administrator shall provide, or cause to be provided: (i) to any Transferor of a
Residual Certificate and the IRS, such information as is necessary for the
application of any tax relating to the transfer of a Residual Certificate to any
Person who is a Disqualified Organization; (ii) to the Certificateholders, such
information or reports as are required by the Code or the REMIC Provisions,
including, without limitation, reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required); and (iii) with respect to REMIC II, Form 8811, or other applicable
form, to the IRS, and the name, title, address and telephone number of the
Person who will serve as the representative of REMIC II.

            (g) The REMIC Administrator shall perform its duties more
specifically set forth hereunder in a manner consistent with maintaining the
status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions
(and each of the other parties hereto shall assist it, to the extent reasonably
requested by it). The REMIC Administrator shall not knowingly take (or cause
either REMIC I or REMIC II to take) any action or fail to take (or fail to cause
to be taken) any action within the scope of its duties more specifically set
forth hereunder that, under the REMIC Provisions, if taken or not taken, as the
case may be, could result in an Adverse REMIC Event with respect to either such
REMIC, unless the REMIC Administrator has received an Opinion of Counsel to the
effect that the contemplated action will not result in an Adverse REMIC Event.
None of the other parties hereto shall take any action (whether or not
authorized hereunder) as to which the REMIC Administrator has advised it in
writing that it has received an Opinion of Counsel to the effect that an Adverse
REMIC Event could occur with respect to such action. In addition, prior to
taking any action with respect to REMIC I or REMIC II, or causing REMIC I or
REMIC II to take any action, that is not expressly permitted under the terms of
this Agreement, each of the other parties hereto will consult with the REMIC
Administrator, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur. None of the parties hereto shall take any such
action or cause REMIC I or REMIC II to take any such action as to which the
REMIC Administrator has advised it in writing that an Adverse REMIC Event could
occur. The REMIC Administrator may consult with counsel to make such written
advice, and the cost of same shall be borne: (i) if such action that is not
expressly permitted by this Agreement would be of a material benefit to or
otherwise in the best interests of the Certificateholders as a whole, by the
Trust and shall be paid by the Trustee at the direction of the REMIC
Administrator out of amounts on deposit in the Distribution Account; and (ii)
otherwise by the party seeking to take the action not permitted by this
Agreement.

            In the event that any tax is imposed on REMIC I or REMIC II,
including, without limitation, "prohibited transactions" taxes as defined in
Section 860F(a)(2) of the Code, any taxes on contributions to REMIC I or REMIC
II after the Startup Day pursuant to Section 860G(d) of the Code, and any other
tax imposed by the Code or any applicable provisions of state or local tax laws
(other than any tax permitted to be incurred by the Special Servicer pursuant to
Section 3.17(a)), such tax, together with all incidental costs and expenses
(including, without limitation, penalties and reasonable attorneys' fees), shall
be charged to and paid by: (i) the REMIC Administrator, if such tax arises out
of or results from a breach by the REMIC Administrator of any of its obligations
under this Article X; (ii) the Trustee, if such tax arises out of or results
from a breach by the Trustee of any of its obligations under this Article X;
(iii) the Master Servicer, if such tax arises out of or results from a breach by
the Master Servicer of any of its obligations under Article III or this Article
X; (iv) the Special Servicer, if such tax arises out of or results from a breach
by the Special Servicer of any of its obligations under Article III or this
Article X; or (v) the Trust in all other instances. Any tax permitted to be
incurred by the Special Servicer pursuant to Section 3.17(a) shall be charged to
and paid by the Trust. Any such amounts payable by the Trust in respect of taxes
shall be paid by the Trustee at the direction of the REMIC Administrator out of
amounts on deposit in the Distribution Account.

            (h) The REMIC Administrator and, to the extent that records are
maintained thereby in the normal course of its business, each of the other
parties hereto shall, for federal income tax purposes, maintain books and
records with respect to each of REMIC I and REMIC II on a calendar year and on
an accrual basis. Such records with respect to REMIC I shall include, for each
Distribution Date, the applicable REMIC I Principal Balance, REMIC I Remittance
Rate, and each category of distribution on or with respect to the REMIC I
Regular Interests.

            (i) Following the Startup Day therefor, the Trustee shall not accept
any contributions of assets to REMIC I or REMIC II unless it shall have received
an Opinion of Counsel (at the expense of the party seeking to cause such
contribution) to the effect that the inclusion of such assets in such REMIC will
not cause: (i) such REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding; or (ii) the imposition of any tax on such REMIC
under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.

            (j) None of the REMIC Administrator, the Master Servicer, the
Special Servicer or the Trustee shall consent to or, to the extent it is within
the control of such Person, permit: (i) the sale or disposition of any of the
Mortgage Loans (except in connection with (A) a breach of any representation or
warranty of the Mortgage Loan Sellers regarding the Mortgage Loans or as
otherwise provided for in Section 2.03, (B) the foreclosure, default or imminent
default of a Mortgage Loan, including but not limited to, the sale or other
disposition of a Mortgaged Property acquired by deed-in-lieu of foreclosure, (C)
the bankruptcy of REMIC I or REMIC II, or (D) the termination of the Trust
pursuant to Article IX of this Agreement); (ii) the sale or disposition of any
investments in the Certificate Account or the REO Account for gain; or (iii) the
acquisition of any assets for the Trust Fund (other than a Mortgaged Property
acquired through foreclosure, deed-in-lieu of foreclosure or otherwise in
respect of a defaulted Mortgage Loan and other than Permitted Investments
acquired in connection with the investment of funds in the Certificate Account
or the REO Account); in any event unless it has received an Opinion of Counsel
(from and at the expense of the party seeking to cause such sale, disposition,
or acquisition) to the effect that such sale, disposition, or acquisition will
not cause: (x) REMIC I or REMIC II to fail to qualify as a REMIC at any time
that any Certificates are outstanding; or (y) the imposition of any tax on REMIC
I or REMIC II under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances.

            (k) Except as otherwise permitted by Section 3.17(a), none of the
REMIC Administrator, the Master Servicer, the Special Servicer or the Trustee
shall enter into any arrangement by which REMIC I or REMIC II will receive a fee
or other compensation for services or, to the extent it is within the control of
such Person, permit REMIC I or REMIC II to receive any income from assets other
than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code. At all
times as may be required by the Code, the REMIC Administrator shall make
reasonable efforts to ensure that substantially all of the assets of REMIC I and
REMIC II will consist of "qualified mortgages" as defined in Section 860G(a)(3)
of the Code and "permitted investments" as defined in Section 860G(a)(5) of the
Code.

            SECTION 10.02 Depositor, Master Servicer, Special Servicer and
Trustee to Cooperate with REMIC Administrator.

            (a) The Depositor shall provide or cause to be provided to the REMIC
Administrator, within ten (10) days after the Closing Date, all information or
data that the REMIC Administrator reasonably determines to be relevant for tax
purposes as to the valuations and issue prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash
flow of the Certificates.

            (b) The Master Servicer, the Special Servicer and the Trustee shall
each furnish such reports, certifications and information, and access to such
books and records maintained thereby, as may relate to the Certificates or the
Trust Fund and as shall be reasonably requested by the REMIC Administrator in
order to enable it to perform its duties hereunder.

            SECTION 10.03 Fees of the REMIC Administrator.

            In the event the Trustee and the REMIC Administrator are not the
same Person, the Trustee covenants and agrees to pay to the REMIC Administrator
from time to time, and the REMIC Administrator shall be entitled to, reasonable
compensation (as set forth in a written agreement between the Trustee and the
REMIC Administrator) for all services rendered by it in the exercise and
performance of any of the obligations and duties of the REMIC Administrator
hereunder.

            SECTION 10.04 Use of Agents.

            The REMIC Administrator may execute any of its obligations and
duties hereunder either directly or by or through agents or attorneys-in-fact
consented to by the Trustee, which consent shall not be unreasonably withheld;
provided that the REMIC Administrator shall not be relieved of its liabilities,
duties and obligations hereunder by reason of the use of any such agent or
attorney-in-fact.

            SECTION 10.05 Grantor Trust Administration.

            The parties intend that the portions of the Trust Fund consisting of
the Excess Interest and the Excess Interest Distribution Account, the Class A-2F
Regular Interest, the Swap Documents and the Floating Rate Account shall be
treated as a "grantor trust" under the Code, and the provisions thereof shall be
interpreted consistently with this intention. In furtherance of such intention,
the Trustee shall file or cause to be filed annually with the Internal Revenue
Service together with Form 1041 or such other form as may be applicable and
shall furnish or cause to be furnished (i) annually to the Holders of the Class
Q Certificates, their allocable share of income with respect to Excess Interest
as such amounts accrue or are received, as the case may be, after the related
Anticipated Prepayment Date, and (ii) annually to the Holders of the Class A-2F
Certificates their allocable shares of income and expense with respect to the
Class A-2F Regular Interest and the Swap Documents on the accrual method of
accounting. Under no circumstances shall the Trustee, the Master Servicer or the
Special Servicer have the power to vary the investment of the Class A-2F and
Class Q Certificateholders in the Grantor Trust to take advantage of variations
in the market rate of interest to improve their rate of return.


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            SECTION 11.01 Amendment.

            (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct, modify or
supplement any provision herein which may be defective or may be inconsistent
with any other provision herein, (iii) to add any other provisions with respect
to matters or questions arising hereunder which shall not be inconsistent with
the provisions hereof, (iv) to relax or eliminate any requirement hereunder
imposed by the REMIC Provisions if the REMIC Provisions are amended or clarified
such that any such requirement may be relaxed or eliminated; (v) if such
amendment, as evidenced by an Opinion of Counsel delivered to the Trustee and
the REMIC Administrator, is reasonably necessary to comply with any requirements
imposed by the Code or any successor or amendatory statute or any temporary or
final regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to REMIC I
or REMIC II at least from the effective date of such amendment, or would be
necessary to avoid the occurrence of a prohibited transaction or to reduce the
incidence of any tax that would arise from any actions taken with respect to the
operation of REMIC I or REMIC II; (vi) to modify, add to or eliminate any
provisions of Section 5.02(d)(i), (ii) and (iii); or (vii) for any other
purpose; provided that such amendment (other than any amendment for the specific
purposes described in clauses (v) and (vi) above) shall not, as evidenced by an
Opinion of Counsel obtained by or delivered to the Trustee, adversely affect in
any material respect the interests of any Certificateholder without such
Certificateholder's written consent; and provided further that such amendment
(other than any amendment for any of the specific purposes described in clauses
(i) through (vi) above) shall not result in a downgrade, qualification (if
applicable) or withdrawal of any rating then assigned to any Class of
Certificates by any Rating Agency (as evidenced by written confirmation to such
effect from each Rating Agency obtained by or delivered to the Trustee).

            (b) This Agreement may also be amended from time to time by the
mutual agreement of the parties hereto, with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the
affected Classes, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on the Mortgage Loans and any REO Properties
which are required to be distributed on any Certificate without the written
consent of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Holders of any Class of Certificates in a manner
other than as described in clause (b)(i) without the written consent of the
Holders of all Certificates of such Class, (iii) change the definition of the
Servicing Standard, without the written consent of the Holders of all
Certificates outstanding, or (iv) modify the provisions of this Section 11.01
without the written consent of the Holders of all Certificates then outstanding.
Notwithstanding any other provision of this Agreement, for purposes of the
giving or withholding of consents pursuant to this Section 11.01, Certificates
registered in the name of the Depositor, the Master Servicer, the Special
Servicer or any of their respective Affiliates shall be entitled to the same
Voting Rights with respect to matters described above as they would if any other
Person held such Certificates. For purposes of this Section 11.01(b), a Class of
Certificates is an "affected Class" if and only if it would, as the result of
any such amendment, experience any of the effects described in clauses (i), (ii)
and (iii) of this Section 11.01(b).

            (c) At the direction of the Holders of Certificates entitled to 100%
of the Voting Rights allocated to the affected Classes, and with the agreement
of all of the parties hereto (none of which shall withhold its agreement unless
its obligations hereunder would be materially increased), the Agreement shall be
amended for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates, including without limitation,
(i) to cause such Classes to be restructured, (ii) to create in connection with
any restructuring one or more new classes of Certificates, which may include,
without limitation, one or more classes of Certificates entitled to payments of
principal on a priority basis from collections in respect of some or all of the
Bank of America Mortgage Loans, Bridger Mortgage Loans or PMCF Mortgage Loans,
(iii) to make in connection with any such restructuring one or more additional
REMIC elections with respect to the Trust Fund, (iv) to provide for the
book-entry registration of any such existing or newly created classes of
Certificates, and (v) to provide for any holders of any Classes of
Non-Registered Certificates remaining as such after giving effect to such
amendment to receive or have the right to request to receive any statements,
reports or other information which the holders of the Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates
are entitled to receive or request to receive under this Agreement. For purposes
of this Section 11.01(c), a Class of Certificates is an "affected Class" if and
only if it would, as the result of any such amendment, experience any of the
effects described in clauses (i), (ii) and (iii) of Section 11.01(b). Any
restructuring pursuant to this Section 11.01(c) shall require the prior written
approval of each Rating Agency and confirmation of the ratings of each such
Class of Certificates (taking into account such restructuring), including
confirmation that such restructuring will not result in the downgrade,
qualification (if applicable) or withdrawal of the ratings then assigned to the
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P
and Class Q Certificates.

            (d) Notwithstanding any contrary provision of this Agreement,
neither the Trustee nor the REMIC Administrator shall consent to any amendment
to this Agreement unless it shall first have obtained or been furnished with an
Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to any party hereto in accordance with such amendment will not
result in the imposition of a tax on the Grantor Trust, REMIC I or REMIC II
pursuant to the REMIC Provisions or cause the Grantor Trust or REMIC I or REMIC
II to fail to qualify as a Grantor Trust or a REMIC, as applicable, at any time
that any Certificates are outstanding. Furthermore, notwithstanding any contrary
provisions of this Agreement, this Agreement may not be amended in a manner that
would adversely affect the distributions to the Swap Counterparty or the holders
of the Class A-2F Certificates, or the rights of the Swap Counterparty under the
Swap Documents, or hereunder, or the rights of the holders of the Class A-2F
Certificates without the consent of the Swap Counterparty (which shall not be
unreasonably withheld).

            (e) Promptly after the execution of any such amendment, the Trustee
shall furnish a copy of the amendment to each Certificateholder.

            (f) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe; provided that such
consents shall be in writing.

            (g) The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.

            (h) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (d) shall be borne by the Person seeking the related
amendment, except that if the Trustee requests any amendment of this Agreement
in furtherance of the rights and interests of Certificateholders, the cost of
any Opinion of Counsel required in connection therewith pursuant to Section
11.01(a) or (d) shall be payable out of the Distribution Account.

            SECTION 11.02 Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust on direction by the
Trustee, but only upon direction accompanied by an Opinion of Counsel (the
reasonable cost of which may be paid out of the Distribution Account) to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders. It is acknowledged that the Trustee has no obligation
to monitor whether such recordation in necessary under this Section.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            SECTION 11.03 Limitation on Rights of Certificateholders.

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

            (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and (except in the case of a default by the Trustee)
the Holders of Certificates entitled to at least 25% of the Voting Rights shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or
proceeding. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

            SECTION 11.04 Governing Law.

            This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

            SECTION 11.05 Notices.

            Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (1) in the case of Banc of America Commercial
Mortgage Inc., Bank of America Corporate Center, 100 North Tryon Street,
Charlotte, North Carolina 28255 Attention: David A. Gertner, telecopy number:
(704) 386-1094 (with copies to Dean Roberson, Esq., Assistant General Counsel,
Bank of America Corporation, Bank of America Corporate Center, 100 North Tryon
Street (20th Floor), Charlotte, North Carolina 28255, telecopy number: (704)
387-0922; (2) in the case of the Master Servicer, Prudential Asset Resources
Inc., 2200 Ross Avenue, Suite 4900E, Dallas, Texas, 75201, Attention: Director
of CMBS Asset Management, telecopy number: (214) 777-4585; with a copy to Jack
McDonald, Esq., Prudential Asset Resources Inc., 2200 Ross Avenue, Suite 4900E,
Dallas, Texas, 75201, telecopy number: (214) 720-6296; (3) in the case of the
Special Servicer, KeyCorp Real Estate Capital Markets, Inc. d/b/a Key Commercial
Mortgage, 911 Main Street, Suite 1500, Kansas City, Missouri 64105, telecopy
number: (816) 221-8848, Attention: E.J. Burke (with a copy to Robert C. Bowes,
KeyBank National Association, 127 Public Square, Cleveland, Ohio 44114,
telecopy: (216) 689-5681); (4) in the case of the Trustee and REMIC
Administrator, LaSalle Bank National Association, 135 South LaSalle, Suite 1625,
Chicago, Illinois 60674, Attention: Asset Backed Securities Trust Services
Group, Banc of America Commercial Mortgage Inc., Series 2001-PB1, telecopy
number: (312) 904-2084 (5) in the case of the Rating Agencies, (A) Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
Commercial MBS Monitoring Department, telecopy number (212) 553-0300; (B)
Standard & Poor's Ratings Services, Inc., 55 Water Street, 41st Floor, New York,
New York 10041-0003, Attention: Commercial Mortgage Group Surveillance Manager,
telecopy number (212) 438-2662; (6) in the case of the Swap Counterparty, Bank
of America, N.A., Sears Tower, 233 South Wacker Drive, Suite 2800, Chicago, IL
60606, Attention: Swap Operations; and (7) in the case of the Fiscal Agent, ABN
AMRO Bank N.V., 135 South LaSalle, Suite 1625, Chicago, Illinois 60674,
Attention: Asset Backed Securities Trust Services Group, Banc of America
Commercial Mortgage Inc., Series 2001-PB1, telecopy number: (312) 904-2084 or as
to each such Person such other address as may hereafter be furnished by such
Person to the parties hereto in writing. Any communication required or permitted
to be delivered to a Certificateholder shall be deemed to have been duly given
when mailed first class, postage prepaid, to the address of such Holder as shown
in the Certificate Register.

            SECTION 11.06 Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            SECTION 11.07 Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. Except
as specifically contemplated by Sections 3.22, 3.24, 6.03 and 8.05, no other
person, including, without limitation, any Mortgagor, shall be entitled to any
benefit or equitable right, remedy or claim under this Agreement.

            SECTION 11.08 Article and Section Headings.

            The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            SECTION 11.09 Notices to and from Rating Agencies and the Swap
Counterparty.

            (a) The Trustee shall promptly provide notice to each Rating Agency
and the Swap Counterparty with respect to each of the following of which it has
actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default hereunder that has not
      been cured;

            (iii) the resignation or termination of the Master Servicer, the
      Special Servicer or the REMIC Administrator and the appointment of a
      successor;

            (iv) any change in the location of the Distribution Account;

            (v) the final payment to any Class of Certificateholders; and

            (vi) the repurchase of any Mortgage Loan by a Mortgage Loan Seller
      pursuant to Section 2.03.

            (b) The Master Servicer shall promptly provide notice to each Rating
Agency with respect to each of the following of which it has actual knowledge:

            (i) the resignation or removal of the Trustee and the appointment of
      a successor;

            (c) The Trustee, the Master Servicer and the Special Servicer, as
applicable, shall furnish to each Rating Agency, with respect to each Mortgage
Loan such information as the Rating Agency shall reasonably request and which
the Trustee, the Master Servicer or the Special Servicer can reasonably provide
in accordance with applicable law and without waiving any attorney-client
privilege relating to such information. The Trustee, the Master Servicer and the
Special Servicer, as applicable, may include any reasonable disclaimer they deem
appropriate with respect to such information.

            (d) Each of the Master Servicer and the Special Servicer shall
promptly furnish to each Rating Agency copies of the following:

            (i) each of its annual statements as to compliance described in
      Section 3.13; and

            (ii) each of its annual independent public accountants' servicing
      reports described in Section 3.14, if any.

In addition, as and to the extent required by Section 3.12(b), each of the
Master Servicer and the Special Servicer shall promptly furnish to each Rating
Agency copies or summaries (in such format as will be acceptable to the Rating
Agency) of any of the written reports (including, without limitation, reports
regarding property inspections) prepared, and any of the quarterly and annual or
other periodic operating statements and rent rolls collected, by it pursuant to
Section 3.12(b).

            (e) The Trustee shall promptly furnish each Rating Agency on a
monthly basis, to the extent not made available on the Trustee's Website, copies
of the statements to the Holders of the Regular Certificates required by the
first paragraph of Section 4.02(a).

            (f) To the extent reasonably possible, all information and reports
delivered or made available to the Rating Agencies, or a Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q
Certificateholder (if requested by such Holder), by any of the Trustee, the
Master Servicer or the Special Servicer pursuant to this Section 11.09, shall be
so delivered or otherwise made available through an electronic medium.

            (g) Each Rating Agency shall provide to the Trustee, upon its
request, a listing of the then current rating on any Certificate then
outstanding.

            SECTION 11.10 Requests for Information; Standing Requests.

            (a) Any Holder of a Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P or Class Q Certificate, shall be entitled to,
upon request to the Master Servicer, receive a copy from the Master Servicer, of
any notice or report to be delivered hereunder to the Directing
Certificateholder.

            (b) For the avoidance of doubt, it is noted that to the extent that
any Rating Agency, or any Holder of a Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class O, Class P or Class Q Certificate, is stated herein
to be entitled to obtain from the Master Servicer or the Special Servicer, upon
request, any particular report or other item of information obtained or prepared
with respect to the Mortgage Loans by the parties to this Agreement in the
course of their performance hereof, such request by such Person may take the
form of a standing request to the Master Servicer or the Special Servicer, as
the case may be, to receive all such reports or items until further notice.

<PAGE>




            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers or representatives thereunto duly
authorized, in each case as of the day and year first above written.


                                   BANC OF AMERICA COMMERCIAL MORTGAGE INC.
                                      Depositor



                                   By: /s/
                                      ------------------------------------------
                                       Name:  Bruce M. Ambler, Jr.
                                       Title: Vice President


                                   PRUDENTIAL ASSET RESOURCES, INC.
                                      Master Servicer


                                   By: /s/
                                      ------------------------------------------
                                      Name:  Ann Hambly
                                      Title: President


                                   KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
                                      d/b/a KEY COMMERCIAL MORTGAGE
                                      Special Servicer


                                   By: /s/
                                      ------------------------------------------
                                      Name:  Marty L. O'Connor
                                      Title: Designated Signer


                                   LASALLE BANK NATIONAL ASSOCIATION Trustee
                                      and REMIC Administrator


                                   By: /s/
                                      ------------------------------------------
                                      Name:  Barbara L. Marik
                                      Title: Vice President


                                   ABN AMRO BANK N.V.
                                      Fiscal Agent


                                   By: /s/
                                      ------------------------------------------
                                      Name:  Barbara L. Marik
                                      Title: Vice President



                                   By: /s/
                                      ------------------------------------------
                                      Name:  Cynthia Reis
                                      Title: First Vice President

<PAGE>




STATE OF NORTH CAROLINA )
                        ) ss.:
COUNTY OF MECKLENBURG   )


            On the 6th day of November, 2001, before me, a notary public in and
for said State, personally appeared Bruce M. Ambler, Jr. known to me to be a
Vice President of BANC OF AMERICA COMMERCIAL MORTGAGE INC. one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such entities, and acknowledged to me that such person
executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                              s/s   Gayle F. Suitt
                                   ---------------------------------------------
                                                    Notary Public

[Notarial Seal]


My commission expires:


November 28, 2004

<PAGE>




STATE OF TEXAS         )
                       ) ss.:
COUNTY OF DALLAS       )


            On the 5th day of November, 2001, before me, a notary public in and
for said State, personally appeared Ann Hambly known to me to be a President of
PRUDENTIAL ASSET RESOURCES, INC., one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entities, and acknowledged to me that such person executed the within
instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                           s/s   J. Michael Guillory
                                   ---------------------------------------------
                                                    Notary Public

[Notarial Seal]


My commission expires:

04/27/02

<PAGE>




STATE OF MISSOURI          )
                           )  ss.:
COUNTY OF JACKSON          )


            On the 31st day of October, 2001, before me, a notary public in and
for said State, personally appeared Marty L. O'Connor known to me to be a
KEYCORP REAL ESTATE CAPITAL MARKETS, INC. one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such person executed the
within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                            s/s    Carol Brownfield
                                   ---------------------------------------------
                                                    Notary Public

[Notarial Seal]


My commission expires:

2/9/2004

<PAGE>




State of Illinois          )
                           ) ss.:
County of Cook             )


            On the ___ day of November, 2001, before me, Kathryn Hawkinson, a
notary public in and for said State, personally appeared Barbara L. Marik, known
to me to be a Vice President of LaSalle Bank, N.A., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such person
executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                            s/s
                                   ---------------------------------------------
                                   Kathryn Hawkinson
                                   My Commission Expires: 12-11-2004


[Notarial Seal]

<PAGE>




State of Illinois          )
                           ) ss.:
County of Cook             )


            On the ___ day of November, 2001, before me, Kathryn Hawkinson, a
notary public in and for said State, personally appeared Barbara L. Marik, Vice
President, and Cynthia Reis, First Vice President, respectively, of ABN AMRO
BANK N.V., one of the entities that executed the within instrument and also
known to me to be the persons who executed it on behalf of such entity, and
acknowledged to me that such person executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                            s/s
                                   ---------------------------------------------
                                   Kathryn Hawkinson
                                   My Commission Expires: 12-11-2004


[Notarial Seal]

<PAGE>




                                   EXHIBIT A-1
                          FORM OF CLASS A-1 CERTIFICATE

                          CLASS A-1 COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by


                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
4.9070% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                ----------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the Class A-1  Certificates as of
                                               the Issue Date:  $ 131,224,107
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the   "Cut-off  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. A-1-___                        CUSIP No. [_______________]

<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_________________________________________
                                               Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_________________________________________
                                               Authorized Officer


<PAGE>


                                   ASSIGNMENT


FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such
Commercial Mortgage Pass-Through Certificate to the following address: _________
_______________________________________________________________________________
Dated:


                                    -----------------------------------------
                                    Signature by or on behalf of Assignor


                                    -----------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to______________________________ for
the account of ___________________________________________.

            Distributions made by check (such check to be made payable to
____________________________________) and all applicable statements and notices
should be mailed to _______________________________________________.

            This information is provided by
_______________________________________, the assignee named above, or
_________________________________________, as its agent.


<PAGE>


                                   EXHIBIT A-2
                          FORM OF CLASS A-2 CERTIFICATE

                          CLASS A-2 COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
5.7870% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                -----------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the Class A-2  Certificates as of
                                               the Issue Date:  $ 563,136,797
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"): $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a  Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. A-2-__                         CUSIP No. [_______________]


<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.



                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________ (please print or typewrite name and address
including postal zip code of assignee) the beneficial ownership interest in the
Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to the
above named assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:______________________________________________________
_______________________________________________________________________________
Dated:



                              -----------------------------------------
                              Signature by or on behalf of Assignor


                              -----------------------------------------
                              Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to_______________________________ for
the account of _________________________________________________________.

            Distributions made by check (such check to be made payable to
_______________________________) and all applicable statements and notices
should be mailed to ______________________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or ______________________________________, as its
agent.



<PAGE>



                                   EXHIBIT A-3
                         FORM OF CLASS A-2F CERTIFICATE

                         CLASS A-2F COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                  SERIES 2001-1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
LIBOR + 0.45% per annum                        this  Certificate as of the Issue
                                               Date:
                                               $
                                                -----------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class A-2F  Certificates  as
                                               of the Issue Date:  $ 37,500,000
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"): $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. A-2F-__                        CUSIP No. [_______________]


<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A BENEFICIAL
INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
(A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND IN CERTIAN OTHER ASSETS.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-2F Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer



<PAGE>


                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________ (please print or typewrite name and address
including postal zip code of assignee) the beneficial ownership interest in the
Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to the
above named assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:______________________________________________________
_______________________________________________________________________________
Dated:



                              -----------------------------------------
                              Signature by or on behalf of Assignor


                              -----------------------------------------
                              Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to_______________________________ for
the account of _________________________________________________________.

            Distributions made by check (such check to be made payable to
_______________________________) and all applicable statements and notices
should be mailed to ______________________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or ______________________________________, as its
agent.



<PAGE>



                                   EXHIBIT A-4
                          FORM OF CLASS XC CERTIFICATE

                          CLASS XC COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Notional  Amount  of
Variable                                       this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Notional  Amount of all the
October 1, 2001                                Class XC  Certificates  as of the
                                               Issue Date:  $ 938,283,211
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. XC-__                          CUSIP No. [_______________]



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE
AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS
CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Issue Date by the aggregate notional principal balance of all
the Certificates of the same Class as this Certificate (their "Class Notional
Amount") as of the Issue Date) in that certain beneficial ownership interest in
the Trust Fund evidenced by all the Certificates of the same Class as this
Certificate. The Trust Fund was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Banc of America Commercial Mortgage Inc., as Depositor, and
the Master Servicer, the Special Servicer, the Trustee and REMIC Administrator
and the Fiscal Agent identified above. To the extent not defined herein, the
capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                                   Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class XC Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer



<PAGE>



                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto_________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address: ____________________________________________________________
_______________________________________________________________________________
Dated:


                              -----------------------------------------
                              Signature by or on behalf of Assignor


                              -----------------------------------------
                              Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_______________________________) and all applicable statements and notices
should be mailed to _________________________________________________________.

            This information is provided by _________________________, the
assignee named above, or ______________________________________, as its agent.



<PAGE>



                                   EXHIBIT A-5
                          FORM OF CLASS XP CERTIFICATE

                          CLASS XP COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Notional  Amount  of
Variable                                       this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Notional  Amount of all the
October 1, 2001                                Class XP  Certificates  as of the
                                               Issue Date:  $ 501,273,702
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. XP-__                          CUSIP No. [_______________]



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE
AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS
CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Issue Date by the aggregate notional principal balance of all
the Certificates of the same Class as this Certificate (their "Class Notional
Amount") as of the Issue Date) in that certain beneficial ownership interest in
the Trust Fund evidenced by all the Certificates of the same Class as this
Certificate. The Trust Fund was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Banc of America Commercial Mortgage Inc., as Depositor, and
the Master Servicer, the Special Servicer, the Trustee and REMIC Administrator
and the Fiscal Agent identified above. To the extent not defined herein, the
capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                                   Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class XP Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer



<PAGE>



                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto _______________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address:

________________________________________________________________________________
Dated:


                                    -----------------------------------------
                                    Signature by or on behalf of Assignor


                                    -----------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_______________________________) and all applicable statements and notices
should be mailed to _________________________________________________________.

            This information is provided by _________________________, the
assignee named above, or ______________________________________, as its agent.



<PAGE>


                                   EXHIBIT A-6
                           FORM OF CLASS B CERTIFICATE

                           CLASS B COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.0100% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class B  Certificates  as of
                                               the Issue Date:  $ 37,531,329
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. B-____                         CUSIP No. [_______________]



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF OF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class B Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                            as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer



<PAGE>



                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto _________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address:_____________________________________________________________
_______________________________________________________________________________

Dated:


                                    -----------------------------------------
                                    Signature by or on behalf of Assignor


                                    -----------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _______________________________for
the account of_________________________________________________________.

            Distributions made by check (such check to be made payable to
__________________________) and all applicable statements and notices should be
mailed to____________________________________________.

            This information is provided by _____________________________, the
assignee named above, or _____________________________________________________,
as its agent.



<PAGE>



                                   EXHIBIT A-7
                           FORM OF CLASS C CERTIFICATE

                           CLASS C COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.1100% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class C  Certificates  as of
                                               the Issue Date: $ 9,382,832
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. C-__                           CUSIP No. [_______________]



<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF OF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class C Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ___________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
______________________________________________________________________________
Dated:



                              -----------------------------------------
                              Signature by or on behalf of Assignor


                              -----------------------------------------
                              Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to______________________________for
the account of _____________________________________________________.

            Distributions made by check (such check to be made payable to
____________________________) and all applicable statements and notices should
be mailed to _____________________________________________________ .

            This information is provided by
____________________________________, the assignee named above, or
_________________________________________, as its agent.



<PAGE>


                                   EXHIBIT A-8
                           FORM OF CLASS D CERTIFICATE

                           CLASS D COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.1880% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class D  Certificates  as of
                                               the Issue Date:  $ 11,728,540
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. D -___                         CUSIP No. [_______________]



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF OF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class D Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                            as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer



<PAGE>




                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ______________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address:
_______________________________________________________________________________
Dated:


                                    -----------------------------------------
                                    Signature by or on behalf of Assignor


                                    -----------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
______________________________________________________________) and all
applicable statements and notices should be mailed to
__________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or ____________________________________________, as
its agent.



<PAGE>



                                   EXHIBIT A-9
                           FORM OF CLASS E CERTIFICATE

                           CLASS E COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.2280% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class E  Certificates  as of
                                               the Issue Date:  $ 18,765,664
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. E-___                          CUSIP No. [_______________]



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF OF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class E Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer



<PAGE>



                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ______________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address:
______________________________________________________________________________
Dated:



                              -----------------------------------------
                              Signature by or on behalf of Assignor


                              -----------------------------------------
                              Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________________) and all applicable statements and notices should
be mailed to
___________________________________________________________________________.

            This information is provided by
_______________________________________, the assignee named above, or
________________________________________, as its agent.



<PAGE>


                                  EXHIBIT A-10
                           FORM OF CLASS F CERTIFICATE

                           CLASS F COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.3260% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class F  Certificates  as of
                                               the Issue Date: $ 11,728,540
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. F-__                           CUSIP No. [_______________]


<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF OF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class F Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer


<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
Dated:


                                    --------------------------------------
                                    Signature by or on behalf of Assignor


                                    --------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
__________) and all applicable statements and notices should be mailed to
____________________________________________________________________.

            This information is provided by __________________________________,
the assignee named above, or _______________________________, as its agent.



<PAGE>



                                  EXHIBIT A-11
                           FORM OF CLASS G CERTIFICATE

                           CLASS G COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.6690% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class G  Certificates  as of
                                               the Issue Date:  $ 14,074,248
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. G-__                           CUSIP No. [_______________]


<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE
SET FORTH IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A
CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF OF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class G Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer




<PAGE>



                                   SCHEDULE A


              CERTIFICATE    BALANCE    OF
              DEFINITIVE      CERTIFICATES
              EXCHANGED   OR   TRANSFERRED
              FOR,  OR ISSUED IN  EXCHANGE
              FOR OR UPON  TRANSFER OF, AN     REMAINING PRINCIPAL
              INTEREST IN THIS BOOK-ENTRY     AMOUNT OF BOOK-ENTRY     NOTATION
 DATE               CERTIFICATE                   CERTIFICATE           MADE BY

__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________








<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
_______________________________________________________________________________
Dated:


                                    --------------------------------------
                                    Signature by or on behalf of Assignor


                                    --------------------------------------
                                   Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________.

            Distributions made by check (such check to be made payable to
___________) and all applicable statements and notices should be mailed to
___________________________ for the account of
_____________________________________.

            This information is provided by _______________, the assignee named
above, or _______________________________, as its agent.



<PAGE>



                                  EXHIBIT A-12
                           FORM OF CLASS H CERTIFICATE

                           CLASS H COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.7690% per annum                              this   Certificate   as  of   the
                                               Issue Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class H  Certificates  as of
                                               the Issue Date:  $ 14,074,248
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. H-___                          CUSIP No. [_______________]



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE
SET FORTH IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A
CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF OF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class H Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer





<PAGE>



                                   SCHEDULE A


              CERTIFICATE    BALANCE    OF
              DEFINITIVE      CERTIFICATES
              EXCHANGED   OR   TRANSFERRED
              FOR,  OR ISSUED IN  EXCHANGE
              FOR OR UPON  TRANSFER OF, AN     REMAINING PRINCIPAL
              INTEREST IN THIS BOOK-ENTRY     AMOUNT OF BOOK-ENTRY     NOTATION
 DATE               CERTIFICATE                   CERTIFICATE           MADE BY

__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________





<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
_______________________________________________________________________________
Dated:



                            --------------------------------------
                            Signature by or on behalf of Assignor


                            --------------------------------------
                            Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
____________) and all applicable statements and notices should be mailed to
___________________________ for the account of _____________________________.

            This information is provided by _________________, the assignee
named above, or , as its agent.



<PAGE>



                                  EXHIBIT A-13
                           FORM OF CLASS J CERTIFICATE

                           CLASS J COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
7.1660% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class J  Certificates  as of
                                               the Issue Date:
Cut-off Date:  October 1, 2001                 $ 11,728,541

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. J-__                           CUSIP No. [_______________]



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE
SET FORTH IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A
CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF OF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class J Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer


<PAGE>



                                   SCHEDULE A


              CERTIFICATE    BALANCE    OF
              DEFINITIVE      CERTIFICATES
              EXCHANGED   OR   TRANSFERRED
              FOR,  OR ISSUED IN  EXCHANGE
              FOR OR UPON  TRANSFER OF, AN     REMAINING PRINCIPAL
              INTEREST IN THIS BOOK-ENTRY     AMOUNT OF BOOK-ENTRY     NOTATION
 DATE               CERTIFICATE                   CERTIFICATE           MADE BY

__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________




<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
______________________________________________________________________________.
Dated:


                                    --------------------------------------
                                    Signature by or on behalf of Assignor


                                    --------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
____________) and all applicable statements and notices should be mailed to
____________.

            This information is provided by ___________________, the assignee
named above, or , as its agent.



<PAGE>



                                     A-14-9

                                  EXHIBIT A-14
                           FORM OF CLASS K CERTIFICATE

                           CLASS K COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.1500% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class K  Certificates  as of
                                               the Issue Date:  $ 18,765,664
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. K-___                          CUSIP No. [_______________]



<PAGE>




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE
SET FORTH IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A
CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF OF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class K Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer


<PAGE>





                                   SCHEDULE A


              CERTIFICATE    BALANCE    OF
              DEFINITIVE      CERTIFICATES
              EXCHANGED   OR   TRANSFERRED
              FOR,  OR ISSUED IN  EXCHANGE
              FOR OR UPON  TRANSFER OF, AN     REMAINING PRINCIPAL
              INTEREST IN THIS BOOK-ENTRY     AMOUNT OF BOOK-ENTRY     NOTATION
 DATE               CERTIFICATE                   CERTIFICATE           MADE BY

__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________





<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
______________________________________________________________________________.
Dated:


                                    --------------------------------------
                                    Signature by or on behalf of Assignor


                                    --------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
____________) and all applicable statements and notices should be mailed to
___________________________.

            This information is provided by
______________________________________, the assignee named above, or
_______________________________________, as its agent.



<PAGE>


                                     A-15-9

                                  EXHIBIT A-15
                           FORM OF CLASS L CERTIFICATE

                           CLASS L COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.1500% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class L  Certificates  as of
                                               the Issue Date:  $ 14,074,248
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. L-___                          CUSIP No. [_______________]



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
THE ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE
SET FORTH IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A
CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class L Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                            as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer


<PAGE>




                                   SCHEDULE A


              CERTIFICATE    BALANCE    OF
              DEFINITIVE      CERTIFICATES
              EXCHANGED   OR   TRANSFERRED
              FOR,  OR ISSUED IN  EXCHANGE
              FOR OR UPON  TRANSFER OF, AN     REMAINING PRINCIPAL
              INTEREST IN THIS BOOK-ENTRY     AMOUNT OF BOOK-ENTRY     NOTATION
 DATE               CERTIFICATE                   CERTIFICATE           MADE BY

__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________






<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
______________________________________________________________________________.
Dated:


                                    --------------------------------------
                                    Signature by or on behalf of Assignor


                                    --------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
____________) and all applicable statements and notices should be mailed to
___________________________.

            This information is provided by
______________________________________, the assignee named above, or
_______________________________________, as its agent.



<PAGE>


                                     A-16-9

                                  EXHIBIT A-16
                           FORM OF CLASS M CERTIFICATE

                           CLASS M COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.1500% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class M  Certificates  as of
                                               the Issue Date:  $ 7,037,124
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. M-___                          CUSIP No. [_______________]



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
THE ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE
SET FORTH IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A
CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class M Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer


<PAGE>




                                   SCHEDULE A


              CERTIFICATE    BALANCE    OF
              DEFINITIVE      CERTIFICATES
              EXCHANGED   OR   TRANSFERRED
              FOR,  OR ISSUED IN  EXCHANGE
              FOR OR UPON  TRANSFER OF, AN     REMAINING PRINCIPAL
              INTEREST IN THIS BOOK-ENTRY     AMOUNT OF BOOK-ENTRY     NOTATION
 DATE               CERTIFICATE                   CERTIFICATE           MADE BY

__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________






<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
_____________________________________________________________________________.
Dated:


                                    --------------------------------------
                                    Signature by or on behalf of Assignor



                                    --------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
____________) and all applicable statements and notices should be mailed to
___________________________.

            This information is provided by
______________________________________, the assignee named above, or
_______________________________________, as its agent.



<PAGE>



                                     A-17-9

                                  EXHIBIT A-17
                           FORM OF CLASS N CERTIFICATE

                           CLASS N COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.1500% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class N  Certificates  as of
                                               the Issue Date:  $ 11,728,540
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. N-___                          CUSIP No. [_______________]



<PAGE>




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
THE ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE
SET FORTH IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A
CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class N Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer



<PAGE>




                                   SCHEDULE A


              CERTIFICATE    BALANCE    OF
              DEFINITIVE      CERTIFICATES
              EXCHANGED   OR   TRANSFERRED
              FOR,  OR ISSUED IN  EXCHANGE
              FOR OR UPON  TRANSFER OF, AN     REMAINING PRINCIPAL
              INTEREST IN THIS BOOK-ENTRY     AMOUNT OF BOOK-ENTRY     NOTATION
 DATE               CERTIFICATE                   CERTIFICATE           MADE BY

__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________


<PAGE>



                           ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
______________________________________________________________________________.
Dated:


                                    --------------------------------------
                                    Signature by or on behalf of Assignor


                                    --------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
____________) and all applicable statements and notices should be mailed to
___________________________.

            This information is provided by
______________________________________, the assignee named above, or
_______________________________________, as its agent.



<PAGE>



                                     A-18-9

                                  EXHIBIT A-18
                           FORM OF CLASS O CERTIFICATE

                           CLASS O COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.1500% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class O  Certificates  as of
                                               the Issue Date:  $ 4,691,416
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

                                               Trustee and REMIC Administrator:
Special Servicer:                              LaSalle Bank National Association
KeyCorp Real Estate Capital Markets, Inc.
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. O-___                          CUSIP No. [_______________]



<PAGE>




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
THE ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE
SET FORTH IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A
CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class O Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer



<PAGE>




                                   SCHEDULE A


              CERTIFICATE    BALANCE    OF
              DEFINITIVE      CERTIFICATES
              EXCHANGED   OR   TRANSFERRED
              FOR,  OR ISSUED IN  EXCHANGE
              FOR OR UPON  TRANSFER OF, AN     REMAINING PRINCIPAL
              INTEREST IN THIS BOOK-ENTRY     AMOUNT OF BOOK-ENTRY     NOTATION
 DATE               CERTIFICATE                   CERTIFICATE           MADE BY

__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________




<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
_______________________________________________________________________________.
Dated:


                                    --------------------------------------
                                    Signature by or on behalf of Assignor


                                    --------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
____________) and all applicable statements and notices should be mailed to
___________________________.

            This information is provided by
______________________________________, the assignee named above, or
_______________________________________, as its agent.



<PAGE>


                                     A-20-9

                                  EXHIBIT A-19
                           FORM OF CLASS P CERTIFICATE

                           CLASS P COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.1500% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class P  Certificates  as of
                                               the Issue Date:  $ 4,691,416
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

                                               Trustee and REMIC Administrator:
Special Servicer:                              LaSalle Bank National Association
KeyCorp Real Estate Capital Markets, Inc.
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. P-___                          CUSIP No. [_______________]



<PAGE>




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
THE ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE
SET FORTH IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A
CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class P Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer


<PAGE>




                                   SCHEDULE A


              CERTIFICATE    BALANCE    OF
              DEFINITIVE      CERTIFICATES
              EXCHANGED   OR   TRANSFERRED
              FOR,  OR ISSUED IN  EXCHANGE
              FOR OR UPON  TRANSFER OF, AN     REMAINING PRINCIPAL
              INTEREST IN THIS BOOK-ENTRY     AMOUNT OF BOOK-ENTRY     NOTATION
 DATE               CERTIFICATE                   CERTIFICATE           MADE BY

__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________




<PAGE>


                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
______________________________________________________________________________.
Dated:


                                    --------------------------------------
                                    Signature by or on behalf of Assignor


                                    --------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
____________) and all applicable statements and notices should be mailed to
___________________________.

            This information is provided by
______________________________________, the assignee named above, or
_______________________________________, as its agent.





<PAGE>




                                  EXHIBIT A-20
                           FORM OF CLASS Q CERTIFICATE

                           CLASS Q COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                             Certificate  Principal Balance of
6.1500% per annum                              this  Certificate as of the Issue
                                               Date:
                                               $
                                                --------------

Date of Pooling and Servicing Agreement:       Class Principal  Balance  of  all
October 1, 2001                                the  Class P  Certificates  as of
                                               the Issue Date:  $ 16,419,957
Cut-off Date:  October 1, 2001

Issue Date:  November 6, 2001                  Approximate    Aggregate   unpaid
                                               principal    balance    of    the
First Distribution Date:                       Mortgage  Pool as of the Delivery
November 13, 2001                              Date,  after  deducting  payments
                                               of  principal  due  on or  before
Master Servicer:                               such  date  (the  "Delivery  Date
Prudential Asset Resources, Inc.               Pool Balance"):  $ 938,283,211

                                               Trustee and REMIC Administrator:
Special Servicer:                              LaSalle Bank National Association
KeyCorp Real Estate Capital Markets, Inc.
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.

Certificate No. Q-___                          CUSIP No. [_______________]



<PAGE>




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
THE ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE INITIAL PURCHASERS OR THE DEPOSITOR
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE
SET FORTH IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A
CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Issue Date by the aggregate principal balance of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Certificates of the same Class as this Certificate. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among Banc
of America Commercial Mortgage Inc., as Depositor, and the Master Servicer, the
Special Servicer, the Trustee and REMIC Administrator and the Fiscal Agent
identified above. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

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

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            For so long as this Certificate is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class Q Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer


<PAGE>




                                   SCHEDULE A


              CERTIFICATE    BALANCE    OF
              DEFINITIVE      CERTIFICATES
              EXCHANGED   OR   TRANSFERRED
              FOR,  OR ISSUED IN  EXCHANGE
              FOR OR UPON  TRANSFER OF, AN     REMAINING PRINCIPAL
              INTEREST IN THIS BOOK-ENTRY     AMOUNT OF BOOK-ENTRY     NOTATION
 DATE               CERTIFICATE                   CERTIFICATE           MADE BY

__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________





<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
______________________________________________________________________________.
Dated:


                                    --------------------------------------
                                    Signature by or on behalf of Assignor


                                    --------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
____________) and all applicable statements and notices should be mailed to
___________________________.

            This information is provided by
______________________________________, the assignee named above, or
_______________________________________, as its agent.

<PAGE>



                                     A-21-9

                                  EXHIBIT A-21
                          FORM OF CLASS R-I CERTIFICATE

                          CLASS R-I COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Date of Pooling and Servicing                  Certificate No. R-I-___
Agreement:  October 1, 2001
                                               Percentage  Interest evidenced by
Cut-off  Date:  October 1, 2001                this  Certificate  in the related
                                               Class:  100%
Issue Date:  November 6, 2001
                                               Approximate    Aggregate   unpaid
First Distribution Date:                       principal    balance    of    the
November 13, 2001                              Mortgage  Pool as of the Delivery
                                               Date,  after  deducting  payments
Master Servicer:                               of  principal  due  on or  before
Prudential Asset Resources, Inc.               such  date  (the  "Delivery  Date
                                               Pool Balance"):  $ 938,283,211

Special Servicer:                              Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.      LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.



<PAGE>




THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR ANY GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR , LOCAL LAW
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE
ASSETS OF A PLAN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. CONSEQUENTLY, THE
TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED
TRANSFER RESTRICTIONS AS SET FORTH IN SECTION 5.02 OF THE AGREEMENT. EACH
TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED
THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY IF ANY
PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH
TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE
OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO
HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

            This certifies that Bank of America, N.A. is the registered owner of
the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust Fund evidenced by all
the Certificates of the same Class as this Certificate. The Trust Fund was
created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Banc of America
Commercial Mortgage Inc., as Depositor, and the Master Servicer, the Special
Servicer, the Trustee and REMIC Administrator and the Fiscal Agent identified
above. To the extent not defined herein, the capitalized terms used herein have
the respective meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing
upon the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of the Person entitled thereto, as such name and address
appear in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, Distribution Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Master
Servicer, the Trustee and the REMIC Administrator of any change or impending
change in its status as a Permitted Transferee. In connection with any proposed
transfer of any Ownership Interest in this Certificate, the Certificate
Registrar shall require delivery to it, and shall not register the transfer of
this Certificate until its receipt of, an affidavit and agreement substantially
in the form attached as Exhibit C-1 to the Agreement (a "Transfer Affidavit and
Agreement") from the proposed Transferee, in form and substance satisfactory to
the Certificate Registrar, representing and warranting, among other things, that
such Transferee is a Permitted Transferee, that it is not acquiring its
Ownership Interest in this Certificate as a nominee, trustee or agent for any
Person that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in this Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of Section 5.02(d) of the
Agreement and agrees to be bound by them. Notwithstanding the delivery of a
Transfer Affidavit and Agreement by a proposed Transferee, if the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, the Certificate Registrar shall not register the Transfer of an
Ownership Interest in this Certificate to such proposed Transferee.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee.

            A "Permitted Transferee" is any Transferee that is not a
Disqualified Organization or a Non-United States Person.

            A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for the Federal Home Loan Mortgage Corporation, a majority of whose board of
directors is not selected by such governmental unit), (ii) a foreign government,
any international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381 of the Code and
(v) any other Person so designated by the REMIC Administrator based upon an
opinion of counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Residual
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

            A "Non-United States Person" is any Person other than a United
States Person. A "United States Person" is a citizen or resident of the United
States, a corporation or partnership (except to the extent provided in
applicable Treasury regulations) created or organized in, or under the laws of,
the United States, any state or the District of Columbia, including any entity
treated as a corporation or partnership for federal income tax purposes, an
estate whose income is subject to United States federal income tax regardless of
its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust, all within the meaning of Section 7701(a)(30) of the Code.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class R-I Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer




<PAGE>




                                   SCHEDULE A


              CERTIFICATE    BALANCE    OF
              DEFINITIVE      CERTIFICATES
              EXCHANGED   OR   TRANSFERRED
              FOR,  OR ISSUED IN  EXCHANGE
              FOR OR UPON  TRANSFER OF, AN     REMAINING PRINCIPAL
              INTEREST IN THIS BOOK-ENTRY     AMOUNT OF BOOK-ENTRY     NOTATION
 DATE               CERTIFICATE                   CERTIFICATE           MADE BY

__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________




<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
_______________________________________________________________________________.
Dated:


                                    -----------------------------------------
                                    Signature by or on behalf of Assignor


                                    -----------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
________________) and all applicable statements and notices should be mailed
to_______________________________________________________________.

            This information is provided by ______________, the assignee named
above, or ______________________________, as its agent.



<PAGE>


                                     A-22-9

                                  EXHIBIT A-22
                         FORM OF CLASS R-II CERTIFICATE

                         CLASS R-II COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-PB1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.

Date of Pooling and Servicing                 Certificate No. R-II - __
Agreement:  October 1, 2001

                                              Percentage  Interest evidenced by
Cut-off  Date:  October 1, 2001               this  Certificate  in the related
                                              Class:  100%
Issue Date:  November 6, 2001
                                              Approximate    Aggregate   unpaid
First Distribution Date:                      principal    balance    of    the
November 13, 2001                             Mortgage  Pool as of the Delivery
                                              Date,  after  deducting  payments
Master Servicer:                              of  principal  due  on or  before
Prudential Asset Resources, Inc.              such  date  (the  "Delivery  Date
                                              Pool Balance"):  $ 938,283,211

Special Servicer:                             Trustee and REMIC Administrator:
KeyCorp Real Estate Capital Markets, Inc.     LaSalle Bank National Association
d/b/a Key Commercial Mortgage

Fiscal Agent:
ABN AMRO Bank N.V.





<PAGE>




THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., BRIDGER COMMERCIAL
REALTY FINANCE LLC, PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC, PRUDENTIAL ASSET
RESOURCES, INC., LASALLE BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL
MARKETS, INC. D/B/A KEY COMMERCIAL MORTGAGE, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR ANY GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR , LOCAL LAW
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE
ASSETS OF A PLAN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. CONSEQUENTLY, THE
TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED
TRANSFER RESTRICTIONS AS SET FORTH IN SECTION 5.02 OF THE AGREEMENT. EACH
TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED
THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY. IF ANY
PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH
TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE
OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO
HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

            This certifies that Bank of America, N.A. is the registered owner of
the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust Fund evidenced by all
the Certificates of the same Class as this Certificate. The Trust Fund was
created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Banc of America
Commercial Mortgage Inc., as Depositor, and the Master Servicer, the Special
Servicer, the Trustee and REMIC Administrator and the Fiscal Agent identified
above. To the extent not defined herein, the capitalized terms used herein have
the respective meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing
upon the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of the Person entitled thereto, as such name and address
appear in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, Distribution Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Master
Servicer, the Trustee and the REMIC Administrator of any change or impending
change in its status as a Permitted Transferee. In connection with any proposed
transfer of any Ownership Interest in this Certificate, the Certificate
Registrar shall require delivery to it, and shall not register the transfer of
this Certificate until its receipt of, an affidavit and agreement substantially
in the form attached as Exhibit C-1 to the Agreement (a "Transfer Affidavit and
Agreement") from the proposed Transferee, in form and substance satisfactory to
the Certificate Registrar, representing and warranting, among other things, that
such Transferee is a Permitted Transferee, that it is not acquiring its
Ownership Interest in this Certificate as a nominee, trustee or agent for any
Person that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in this Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of Section 5.02(d) of the
Agreement and agrees to be bound by them. Notwithstanding the delivery of a
Transfer Affidavit and Agreement by a proposed Transferee, if the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, the Certificate Registrar shall not register the Transfer of an
Ownership Interest in this Certificate to such proposed Transferee.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee.

            A "Permitted Transferee" is any Transferee that is not a
Disqualified Organization or a Non-United States Person.

            A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for the Federal Home Loan Mortgage Corporation, a majority of whose board of
directors is not selected by such governmental unit), (ii) a foreign government,
any international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381 of the Code and
(v) any other Person so designated by the REMIC Administrator based upon an
opinion of counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Residual
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

            A "Non-United States Person" is any Person other than a United
States Person. A "United States Person" is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate whose income is subject to United States federal income tax regardless of
its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust, all within the meaning of Section 7701(a)(30) of the Code.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the REMIC Administrator, the Fiscal Agent, the Certificate Registrar and any
agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Fiscal Agent, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or by any Majority
Certificateholder of the Controlling Class (other than the Depositor) at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, any such Majority Certificateholder or the Master Servicer to purchase
from the Trust Fund all Mortgage Loans and any REO Properties remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
Initial Pool Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC
Administrator and the Fiscal Agent thereunder and the rights of the
Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the REMIC Administrator and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights allocated to the affected Classes. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I or REMIC II
as a REMIC, without the consent of the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York that are applicable to agreements negotiated, 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 Trustee has caused this Certificate to be
duly executed.


                                    LaSalle Bank National Association,
                                    as Trustee


                                    By:_______________________________________
                                             Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class R-II Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:_______________________________________
                                             Authorized Officer


<PAGE>




                                   SCHEDULE A


              CERTIFICATE    BALANCE    OF
              DEFINITIVE      CERTIFICATES
              EXCHANGED   OR   TRANSFERRED
              FOR,  OR ISSUED IN  EXCHANGE
              FOR OR UPON  TRANSFER OF, AN     REMAINING PRINCIPAL
              INTEREST IN THIS BOOK-ENTRY     AMOUNT OF BOOK-ENTRY     NOTATION
 DATE               CERTIFICATE                   CERTIFICATE           MADE BY

__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________
__________    ____________________________    _____________________    _________



<PAGE>



       ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
______________________________________________________________________________.
Dated:


                                    -----------------------------------------
                                    Signature by or on behalf of Assignor


                                    -----------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ___________________________________.

            This information is provided by _____________________, the assignee
named above, or ___________________________, as its agent.



<PAGE>



                                       B-9

                                    EXHIBIT B

                    FORM OF INVESTMENT REPRESENTATION LETTER


LaSalle Bank National Association,
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: Asset Backed Securities Trust Services Group- BACM 2001-PB1


Banc of America Commercial Mortgage Inc.
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina  28255

Re: Transfer of Banc of America Commercial Mortgage Inc., Commercial Mortgage
    Pass-Through Certificates, Series 2001-PB1


Ladies and Gentlemen:

            This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of October 1, 2001 (the "Pooling and Servicing
Agreement"), by and among Banc of America Commercial Mortgage Inc., as
Depositor, Prudential Asset Resources, Inc., as Master Servicer, KeyCorp Real
Estate Capital Markets, Inc. d/b/a Key Commercial Mortgage, as Special Servicer,
LaSalle Bank National Association, as Trustee and REMIC Administrator, and ABN
AMRO Bank N.V., as Fiscal Agent, on behalf of the holders of Banc of America
Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-PB1 (the "Certificates"), in connection with the transfer by
_________________ (the "Seller") to the undersigned (the "Purchaser") of
$_______________ aggregate Certificate Balance of Class ___ Certificates (the
"Certificate"). Capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.

            In connection with such transfer, the Purchaser hereby represents
and warrants to you and the addressees hereof as follows:

1.    Check one of the following:*

     The Purchaser is an institutional "accredited investor" (an entity meeting
     the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under
     the Securities Act of 1933, as amended (the "1933 Act")) and has such
     knowledge and experience in financial and business matters as to be capable
     of evaluating the merits and risks of its investment in the Certificates,
     and the Purchaser and any accounts for which it is acting are each able to
     bear the economic risk of the Purchaser's or such account's investment. The
     Purchaser is acquiring the Certificates purchased by it for its own account
     or for one or more accounts (each of which is an "institutional accredited
     investor") as to each of which the Purchaser exercises sole investment
     discretion. The Purchaser hereby undertakes to reimburse the Trust Fund for
     any costs incurred by it in connection with this transfer.

     The Purchaser is a "qualified institutional buyer" within the meaning of
     Rule 144A ("Rule 144A") promulgated under the Securities Act of 1933, as
     amended (the "1933 Act") The Purchaser is aware that the transfer is being
     made in reliance on Rule 144A, and the Purchaser has had the opportunity to
     obtain the information required to be provided pursuant to paragraph
     (d)(4)(i) of Rule 144A.

2. The Purchaser's intention is to acquire the Certificate (a) for investment
for the Purchaser's own account or (b) for resale to (i) "qualified
institutional buyers" in transactions under Rule 144A, and not in any event with
the view to, or for resale in connection with, any distribution thereof or (ii)
to institutional "accredited investors" meeting the requirements of Rule
501(a)(1), (2), (3) or (7) of Regulation D promulgated under the 1933 Act,
pursuant to any other exemption from the registration requirements of the 1933
Act, subject in the case of this clause (ii) to (w) the receipt by the
Certificate Registrar of a letter substantially in the form hereof, (x) the
receipt by the Certificate Registrar of an opinion of counsel acceptable to the
Certificate Registrar that such reoffer, resale, pledge or transfer is in
compliance with the 1933 Act, (y) the receipt by the Certificate Registrar of
such other evidence acceptable to the Certificate Registrar that such reoffer,
resale, pledge or transfer is in compliance with the 1933 Act and other
applicable laws and (z) a written undertaking to reimburse the Trust for any
costs incurred by it in connection with the proposed transfer. The Purchaser
understands that the Certificate (and any subsequent Certificate) has not been
registered under the 1933 Act, by reason of a specified exemption from the
registration provisions of the 1933 Act which depends upon, among other things,
the bona fide nature of the Purchaser's investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.

3. The Purchaser has reviewed the Private Placement Memorandum relating to the
Certificates (the "Private Placement Memorandum") and the agreements and other
materials referred to therein and has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the transactions
contemplated by the Private Placement Memorandum.

4. The Purchaser acknowledges that the Certificate (and any Certificate issued
on transfer or exchange thereof) has not been registered or qualified under the
1933 Act or the securities laws of any State or any other jurisdiction, and that
the Certificate cannot be resold unless it is registered or qualified thereunder
or unless an exemption from such registration or qualification is available.

5. The Purchaser hereby undertakes to be bound by the terms and conditions of
the Pooling and Servicing Agreement in its capacity as an owner of a Certificate
or Certificates, as the case may be (each, a "Certificateholder"), in all
respects as if it were a signatory thereto. This undertaking is made for the
benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.

6. The Purchaser will not sell or otherwise transfer any portion of the
Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.

7.   Check one of the following:*

     The Purchaser is a U.S. Person (as defined below) and it has attached
     hereto an Internal Revenue Service ("IRS") Form W-9 (or successor form).

     The Purchaser is not a "U.S. Tax Person" and under applicable law in effect
     on the date hereof, no taxes will be required to be withheld by the Bond
     Registrar (or its agent) with respect to distributions to be made on the
     Bond(s). The Purchaser has attached hereto either (i) a duly executed IRS
     Form W-8BEN (or successor form), which identifies such Purchaser as the
     beneficial owner of the Bond(s) and states that such Purchaser is not a
     U.S. Tax Person or (ii) two duly executed copies of IRS Form W-8ECI (or
     successor form), which identify such Purchaser as the beneficial owner of
     the Bond(s) and state that interest on the Bond is, or is expected to be,
     effectively connected with a U.S. trade or business. The Purchaser agrees
     to provide to the Bond Registrar updated IRS Forms W-8BEN or IRS Forms
     W-8ECI, as the case may be, any applicable successor IRS forms, or such
     other certificates as the Bond Registrar may reasonably request, on or
     before the date that any such IRS form or certification expires or becomes
     obsolete, or promptly after the occurrence of any event requiring a change
     in the most recent IRS form of certification furnished by it to the Bond
     Registrar.

For this purpose, "U.S. Person" means a citizen or resident of the United States
for U.S. federal income tax purposes, a corporation or partnership (except to
the extent provided in applicable Treasury regulations) created or organized in
or under the laws of the United States, any state or the District of Columbia,
including any entity treated as a corporation or partnership for federal income
tax purposes, an estate the income of which is subject to U.S. federal income
taxation regardless of its source or a trust if a court within the United States
is able to exercise primary supervision over the administration of such trust,
and one or more United States fiduciaries have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which were
eligible to elect to be treated as U.S. persons).

8.    Please make all payments due on the Certificates:**

                  (a)   by wire transfer to the following account at a bank or
                        entity in New York, New York, having appropriate
                        facilities therefor:

                        Bank:
                                    ------------------------------------
                        ABA#:
                                    ------------------------------------
                        Account #:
                                    ------------------------------------
                        Attention:
                                    ------------------------------------

                  (b)   by mailing a check or draft to the following address:





                                Very truly yours,



                                       --------------------------------------
                                                       [The Purchaser]


                                       By:   _________________________________
                                      Name:
                                     Title:
Dated:



<PAGE>




                                      C-1-9

                                   EXHIBIT C-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                        PURSUANT TO SECTION 5.02(D)(I)(B)



STATE OF                )
                        )  participation.:

COUNTY OF               )


            [NAME OF OFFICER], being first duly sworn, deposes and says that:

1.   He/She is the [Title of Officer] of [Name of Prospective Transferee] (the
     prospective transferee (the "Transferee") of a Banc of America Commercial
     Mortgage Inc. Class R-[I] [II] Commercial Mortgage Pass-Through
     Certificate, Series 2001-PB1, evidencing a ____% Percentage Interest in the
     Class to which it belongs (the "Residual Certificate")), a
     __________________________________ duly organized and validly existing
     under the laws of [the State of ____] [the United States], on behalf of
     which he/she makes this affidavit. Capitalized terms used but not defined
     herein have the respective meanings assigned thereto in the Pooling and
     Servicing Agreement pursuant to which the Residual Certificate was issued
     (the "Pooling and Servicing Agreement").

2.   The Transferee (i) is [and, as of [date of transfer], will be] a "Permitted
     Transferee" and will endeavor to remain a "Permitted Transferee" for so
     long as it holds the Residual Certificate, and (ii) is acquiring the
     Residual Certificate for its own account or for the account of another
     prospective transferee from which it has received an affidavit in
     substantially the same form as this affidavit. A "Permitted Transferee" is
     any person other than a "disqualified organization" or a "non-United States
     person". (For this purpose: (i) a "disqualified organization" means the
     United States or a possession thereof, any state or political subdivision
     thereof, any agency or instrumentality of any of the foregoing (other than
     an instrumentality, all of the activities of which are subject to tax and,
     except for the Federal Home Loan Mortgage Corporation, a majority of whose
     board of directors is not selected by any such governmental entity) or any
     foreign government, international organization or any agency or
     instrumentality of such foreign government or organization, any rural
     electric or telephone cooperative, or any organization (other than certain
     farmers' cooperatives) that is generally exempt from federal income tax
     (unless such organization is subject to the tax on unrelated business
     taxable income); and (ii) a "non-United States person" is any person other
     than a "United States person". A "United States person" is a citizen or
     resident of the United States, a corporation or partnership created or
     organized in, or under the laws of, the United States, any state or the
     District of Columbia, including any entity treated as a corporation or
     partnership for federal income tax purposes, or an estate whose income is
     subject to United States federal income tax regardless of its source, or a
     trust if a court within the United States is able to exercise primary
     supervision over the administration of the trust and one or more United
     States persons have the authority to control all substantial decisions of
     the trust, all within the meaning of Section 7701(a)(30) of the Code.)

3.   The Transferee is aware (i) of the tax that would be imposed on transfers
     of the Residual Certificate to "disqualified organizations" under the
     Internal Revenue Code of 1986, as amended; (ii) that such tax would be
     imposed on the transferor, or, if such transfer is through an agent (which
     person includes a broker, nominee or middleman) for a "disqualified
     organization", on the agent; (iii) that the person otherwise liable for the
     tax shall be relieved of liability for the tax if the transferee furnishes
     to such person an affidavit that the transferee is not a "disqualified
     organization" and, at the time of transfer, such person does not have
     actual knowledge that the affidavit is false; and (iv) that the Residual
     Certificate may be a "non-economic residual interest" within the meaning of
     Treasury Regulation ss.1.860E-1(c) and that the transferor of A
     "non-economic residual interest" will remain liable for any taxes due with
     respect to the income on such residual interest, unless no significant
     purpose of the transfer is to enable the transferor to impede the
     assessment or collection of tax.

4.   The Transferee is aware of the tax imposed on a "pass-through entity"
     holding the Residual Certificate if at any time during the taxable year of
     the pass-through entity a "disqualified organization" is the record holder
     of an interest in such entity. (For this purpose, a "pass- through entity"
     includes a regulated investment company, a real estate investment trust or
     common trust fund, a partnership, trust or estate, and certain
     cooperatives.)

5.   The Transferee is aware that the Certificate Registrar will not register
     any transfer of the Residual Certificate by the Transferee unless the
     Transferee's transferee, or such transferee's agent, delivers to the
     Certificate Registrar, among other things, an affidavit and agreement in
     substantially the same form as this affidavit and agreement. The Transferee
     expressly agrees that it will not consummate any such transfer if it knows
     or believes that any representation contained in such affidavit and
     agreement is false.

6.   The Transferee consents to any additional restrictions or arrangements that
     shall be deemed necessary upon advice of counsel to constitute a reasonable
     arrangement to ensure that the Residual Certificate will only be owned,
     directly or indirectly, by a Permitted Transferee.

7.   The Transferee's taxpayer identification number is ______________.

8.   The Transferee has reviewed the provisions of Section 5.02(d) of the
     Pooling and Servicing Agreement, a description of which provisions is set
     forth in the Residual Certificate (in particular, clause (ii) of Section
     5.02(d) which authorizes the Trustee to deliver payments on the Residual
     Certificate to a person other than the Transferee, in the event that the
     Transferee holds such Residual Certificate in violation of Section
     5.02(d)), and the Transferee expressly agrees to be bound by and to comply
     with such provisions.

9.   No purpose of the Transferee relating to its purchase or any sale of the
     Residual Certificate is or will be to impede the assessment or collection
     of any tax.

10.  The Transferee hereby represents to and for the benefit of the transferor
     that the Transferee intends to pay any taxes associated with holding the
     Residual Certificate as they become due, fully understanding that it may
     incur tax liabilities in excess of any cash flows generated by the Residual
     Certificate.

11.  The Transferee will, in connection with any transfer that it makes of the
     Residual Certificate, deliver to the Certificate Registrar a representation
     letter substantially in the form of Exhibit C-2 to the Pooling and
     Servicing Agreement in which it will represent and warrant, among other
     things, that it is not transferring the Residual Certificate to impede the
     assessment or collection of any tax and that it has at the time of such
     transfer conducted a reasonable investigation of the financial condition of
     the proposed transferee as contemplated by Treasury Regulations Section
     1.860E-1(c)(4)(i) and has satisfied the requirements of such provision.

12.  [Insert appropriate paragraph, if applicable.] [The Transferee has computed
     any consideration paid to it to acquire the Class R-[I] [II] Certificate in
     accordance with proposed U.S. Treasury Regulations Sections
     1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or, after they have been finalized,
     the final regulations) by computing present values using a discount rate
     equal to the applicable Federal rate prescribed by Section 1274(d) of the
     Code, compounded semi-annually.]

            [The Transferee has computed any consideration paid to it to acquire
the Class R-[I] [II] Certificate in accordance with proposed U.S. Treasury
Regulations Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or, after they have
been finalized, the final regulations) by computing present values using a
discount rate at least equal to the rate at which the Transferee regularly
borrows, in the ordinary course of its trade or business, substantial funds from
unrelated third parties. The Transferee has provided all information necessary
to demonstrate to the transferor that it regularly borrows at such rate.]

            [The transfer of the Class R-[I] [II] Certificate complies with
Section 6 of Revenue Procedure 2001-PB12 (the "Revenue Procedure"), 2001-3
I.R.B. (January 16, 2001) (or comparable provisions of final U.S. Treasury
Regulations) and, accordingly,

            (i) the Transferee is an "eligible corporation," as defined in
Section 860L(a)(2) of the Code, as to which income from Class R-[I] [II]
Certificate will only be taxed in the United States;

            (ii) at the time of the transfer, and at the close of the
Transferee's two fiscal years preceding the year of the transfer, the Transferee
had gross assets for financial reporting purposes (excluding any obligation of a
person related to the Investor within the meaning of Section 860L(g) of the
Code) in excess of $100 million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Class R-[I] [II] Certificate
only to another "eligible corporation," as defined in Section 860(a)(2) of the
Code, in a transaction that satisfies therequirements of Section 4 of the
Revenue Procedure; and

            (iv) the Transferee determined the consideration paid to it to
acquire the Class R-[I] [II] Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates, prepayment and
loss assumptions, expense and reinvestment assumptions, tax rates and other
factors specific to the Transferee) that it has determined in good faith.]

      [Reserved]



<PAGE>




            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ___ day of __________, 20__.

                                     [NAME OF TRANSFEREE]


                                     By:
                                        ---------------------------------------
                                        [Name of Officer]
                                        [Title of Officer]

[Corporate Seal]


ATTEST:


------------------------------
[Assistant] Secretary

            Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Transferee, and acknowledged
to me that he/she executed the same as his/her free act and deed and the free
act and deed of the Transferee

            Subscribed and sworn before me this ___ day of ______________, 20__.



                                  NOTARY PUBLIC



COUNTY OF ___________
STATE OF _____________
My Commission expires the _________ day of _____________, 20__.



<PAGE>



                                      C-2-9

                                   EXHIBIT C-2

                         FORM OF TRANSFEROR CERTIFICATE
                        PURSUANT TO SECTION 5.02(D)(I)(D)


                                                __________________, 20___



LaSalle Bank National Association,
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: Asset Backed Securities Trust Services Group- BACM 2001-PB1

Re:  Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
     Certificates, Series 2001-PB1, Class R-[I] [II], evidencing a __%
     percentage interest in the Class to which it belongs

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_____________ (the "Transferor") to ____________________ (the "Transferee") of
the captioned Class R-[I] [II] Certificate (the "Residual Certificate"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of October 1, 2001, by and among Banc of
America Commercial Mortgage Inc., as Depositor, Prudential Asset Resources,
Inc., as Master Servicer, KeyCorp Real Estate Capital Markets, Inc. d/b/a Key
Commercial Mortgage, as Special Servicer, LaSalle Bank National Association, as
Trustee and REMIC Administrator, and ABN AMRO Bank N.V., as Fiscal Agent. All
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
represents and warrants to you, as Certificate Registrar, that:

1. No purpose of the Transferor relating to the transfer of the Residual
Certificate by the Transferor to the Transferee is or will be to impede the
assessment or collection of any tax.

2. The Transferor understands that the Transferee has delivered to you a
Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit C-1. The Transferor does not know or believe that
any representation contained therein is false.

3. The Transferor has at the time of this transfer conducted a reasonable
investigation of the financial condition of the Transferee as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future. The Transferor understands that the transfer of
the Residual Certificate may not be respected for United States federal income
tax purposes (and the Transferor may continue to be liable for United States
federal income taxes associated therewith) unless the Transferor has conducted
such an investigation.

                                          Very truly yours,



                                  (Transferor)


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



<PAGE>


                                       D-9

                                    EXHIBIT D

                               REQUEST FOR RELEASE


                                                ____________________, 20___

LaSalle Bank National Association,
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: Asset Backed Securities Trust Services Group- BACM 2001-PB1

            In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under that certain Pooling and Servicing
Agreement dated as of October 1, 2001 (the "Pooling and Servicing Agreement"),
by and among Banc of America Commercial Mortgage Inc., as Depositor, Prudential
Asset Resources, Inc., as Master Servicer, KeyCorp Real Estate Capital Markets,
Inc. d/b/a Key Commercial Mortgage, as Special Servicer, LaSalle Bank National
Association, as Trustee and REMIC Administrator, and ABN AMRO Bank N.V., as
Fiscal Agent, the undersigned hereby requests a release of the Mortgage File (or
the portion thereof specified below) held by or on behalf of you as Trustee with
respect to the following described Mortgage Loan for the reason indicated below.

            Property Name:
                           ---------------------------------------------

            Address:
                    ----------------------------------------------------

            Prospectus No.:
                           ---------------------------------------------

If only particular documents in the Mortgage File are requested, please specify
which:
------------------------------------------------------------------------------

Reason for requesting file (or portion thereof):

      ______            1. Mortgage Loan paid in full. The undersigned hereby
                        certifies that all amounts received in connection with
                        the Mortgage Loan that are required to be credited to
                        the Certificate Account pursuant to the Pooling and
                        Servicing Agreement, have been or will be so credited.

      ______            2.    The Mortgage Loan is being foreclosed.

      ______            3.    Other.  (Describe)


<PAGE>





            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently, or unless the Mortgage Loan
is being foreclosed, in which case the Mortgage File (or such portion thereof)
will be returned when no longer required by us for such purpose.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                    [Prudential Asset Resources, Inc.]


                                    By:_______________________________________

                                    Name: ____________________________________

                                    Title: ___________________________________

                                    Phone:____________________________________


                                    [KeyCorp Real Estate Capital Markets, Inc.
                                    d/b/a Key Commercial Mortgage]


                                    By:______________________________________

                                    Name: ____________________________________

                                    Title: ___________________________________

                                    Phone:____________________________________


Please deliver the Mortgage File as follows:
______________________________________
Attention: __________________________
Phone:   _____________________________



<PAGE>



                                       E-9

                                    EXHIBIT E


                       FORM OF ERISA REPRESENTATION LETTER



LaSalle Bank National Association,
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: Asset Backed Securities Trust Services Group- BACM 2001-PB1


Banc of America Commercial Mortgage Inc.
100 North Tryon Street
Charlotte, North Carolina  28255
Attention:

Re:  Transfer of Banc of America Commercial Mortgage Inc., Commercial Mortgage
     Pass-Through Certificates, Series 2001-PB1

Ladies and Gentlemen:

            The undersigned (the "Purchaser") proposes to purchase $____________
initial Certificate Balance of Banc of America Commercial Mortgage Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-PB1, Class __ (the
"Certificate") issued pursuant to that Pooling and Servicing Agreement, dated as
of October 1, 2001 (the "Pooling and Servicing Agreement"), by and among Banc of
America Commercial Mortgage Inc., as Depositor, Prudential Asset Resources,
Inc., as Master Servicer, KeyCorp Real Estate Capital Markets, Inc. d/b/a Key
Commercial Mortgage, as Special Servicer, LaSalle Bank National Association, as
Trustee and REMIC Administrator, and ABN AMRO Bank N.V., as Fiscal Agent.
Capitalized terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.

            In connection with such transfer, the undersigned hereby represents
and warrants to you as follows:

1. The Purchaser is not (a) an employee benefit plan subject to the fiduciary
responsibility provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code"), or a governmental plan (as defined in Section 3(32) of
ERISA) subject to any federal, state or local law ("Similar Law") which is, to a
material extent, similar to the foregoing provisions of ERISA or the Code (each
a "Plan") or (b) a person acting on behalf of or using the assets of any such
Plan (including an entity whose underlying assets include Plan assets by reason
of investment in the entity by any such Plan and the application of Department
of Labor Regulation ss. 2510.3-101), other than an insurancE company using the
assets of its general account under circumstances whereby the purchase and
holding of Offered Private Certificates by such insurance company would be
exempt from the prohibited transaction provisions of ERISA and the Code under
Prohibited Transaction Class Exemption 95-60.

2. The Purchaser understands that if the Purchaser is a Person referred to in
1(a) or (b) above, such Purchaser is required to provide to the Certificate
Registrar an opinion of counsel in form and substance satisfactory to the
Certificate Registrar and the Depositor to the effect that the acquisition and
holding of such Certificate by such purchaser or transferee will not result in
the assets of the Trust Fund being deemed to be "plan assets" and subject to the
fiduciary responsibility provisions of ERISA, the prohibited transaction
provisions of the Code or the provisions of any Similar Law (without regard to
the identity or nature of the other Holders of Certificates of any Class), will
not constitute or result in a "prohibited transaction" within the meaning of
ERISA, Section 4975 of the Code or any Similar Law, and will not subject the
Trustee, the Certificate Registrar, the Master Servicer, the Special Servicer,
the Initial Purchasers or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or
any such Similar Law) in addition to those set forth in the Pooling and
Servicing Agreement, which Opinion of Counsel shall not be at the expense of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Initial
purchasers, the Certificate Registrar or the Trust Fund.

            IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on the ___th day of _____, ____.



                                       Very truly yours,



                                       ---------------------------------------
                                                       [The Purchaser]


                                       By:   _________________________________
                                      Name:
                                     Title:



<PAGE>



                                       F-9

                                    EXHIBIT F

                     FORM OF INTERIM CUSTODIAL CERTIFICATION

[Date]

Banc of America Commercial Mortgage Inc.,
   as Depositor
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Attention:  David A. Gertner

     Re:  Pooling and Servicing Agreement dated as of October 1, 2001 (the
          "Agreement") by and among Banc of America Commercial Mortgage Inc., as
          Depositor, Prudential Asset Resources, Inc., as Master Servicer,
          KeyCorp Real Estate Capital Markets, Inc. d/b/a Key Commercial
          Mortgage, as Special Servicer, LaSalle Bank National Association, as
          Trustee and REMIC Administrator, and ABN AMRO Bank N.V., as Fiscal
          Agent, for the Certificateholders of Commercial Mortgage Pass Through
          Certificates, Series 2001-PB1

Ladies and Gentlemen:

            Pursuant to Section 2.02(b) of the above referenced Agreement, the
Trustee hereby certifies as to each Mortgage Loan listed on the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full), and except as specifically
identified in the exception report annexed hereto, (i) all documents specified
in the definition of "Mortgage File" are in its possession or the possession of
a Custodian on its behalf, or each Mortgage Loan Seller has otherwise satisfied
the delivery requirements in respect of such documents in accordance with
Section 2.01(c) and (ii) all documents received by it or any Custodian in
respect of such Mortgage Loan have been reviewed by it or by a Custodian on its
behalf and appear regular on their face, appear to be executed, and relate to
such Mortgage Loan.

            Neither the Trustee or Custodian is under any duty or (i) to
determine whether any of the documents specified in clauses (iv) through (viii),
(x) and (xi) and (xiv) through (xxi) of the definition of "Mortgage File" exist
or are required to be delivered by the Mortgage Loan Sellers in respect of any
Mortgage Loan except to the extent identified on the Mortgage Loan Checklist,
upon which the Trustee may conclusively rely for such purposes, or (ii) to
inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that
the same are valid, legal, effective, genuine, binding, enforceable, in
recordable form, sufficient or appropriate for the represented purpose, or that
they are other than what they purport to be on their face. Furthermore, none of
the Trustee, the Master Servicer, the Special Servicer or any Custodian shall
have any liability because the text of any assignment or endorsement is not in
proper or recordable form, if the requisite recording of any document is not in
accordance with the requirements of any applicable jurisdiction, or if a blanket
assignment is not permitted in any applicable jurisdiction.

            Any terms used herein and not defined shall have the respective
meaning assigned to them in the Agreement.

                                    Respectfully,


                                    [Name]
                                    [Title]

cc: Dean Roberson, Esq., Assistant General Counsel, Bank of America Corporation





<PAGE>



                                       H-9

                                    EXHIBIT G

                      FORM OF FINAL CUSTODIAL CERTIFICATION

[Date]

Banc of America Commercial Mortgage Inc.,
   as Depositor
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Attention:  David A. Gertner

     Re:  Pooling and Servicing Agreement dated as of October 1, 2001 (the
          "Agreement") by and among Banc of America Commercial Mortgage Inc., as
          Depositor, Prudential Asset Resources, Inc., as Master Servicer,
          KeyCorp Real Estate Capital Markets, Inc. d/b/a Key Commercial
          Mortgage, as Special Servicer, LaSalle Bank National Association, as
          Trustee and REMIC Administrator, and ABN AMRO Bank N.V., as Fiscal
          Agent, for the Certificateholders of Commercial Mortgage Pass Through
          Certificates, Series 2001-PB1

Ladies and Gentlemen:

            Pursuant to Section 2.02(c) of the above referenced Agreement, the
Trustee hereby certifies as to each Mortgage Loan listed on the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full), and except as specifically
identified in the exception report annexed hereto, (i) all documents in the
Mortgage File including but not limited to those specified in clauses (i), (ii),
(ix) (without regard to the verification of the effective date with respect to a
title policy or the date of funding with respect to a title commitment) and, if
the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold
interest in the related Mortgaged Property, (xiii) of the definition of
"Mortgage File" are in its possession or the possession of a Custodian on its
behalf, or each Mortgage Loan Seller has otherwise satisfied the delivery
requirements in respect of such documents in accordance with Section 2.01(c),
(ii) it or a Custodian on its behalf has received either the original or copy of
each of the assignments specified in clauses (iii) and (v) of the definition of
"Mortgage File" that were delivered by the Mortgage Loan Sellers with evidence
of recording thereon, (iii) all documents received by it or any Custodian in
respect of such Mortgage Loan have been reviewed by it or by such Custodian on
its behalf and appear regular on their face, appear to be executed, and relate
to such Mortgage Loan, and (iv) based on the examinations referred to in Section
2.02 (b) and Section 2.02(c) and only as to the foregoing documents, the
information set forth in the Mortgage Loan Schedule with respect to the items
specified in clauses (iv) and (vi)(B) of the definition of "Mortgage Loan
Schedule" is correct, and the Mortgage Rate set forth in clause (iii)(a) of the
definition of "Mortgage Loan Schedule" matches the Mortgage Rate in effect on
the date of origination or of the most recent written amendment to such Mortgage
Rate which is contained in the Mortgage File.

            Neither the Trustee or Custodian is under any duty or (i) to
determine whether any of the documents specified in clauses (iv) through (viii),
(x) and (xi) and (xiv) through (xxi) of the definition of "Mortgage File" exist
or are required to be delivered by the Mortgage Loan Sellers in respect of any
Mortgage Loan, except to the extent identified on the Mortgage Loan Checklist,
upon which the Trustee may conclusively rely for such purposes, or (ii) to
inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that
the same are valid, legal, effective, genuine, binding, enforceable, in
recordable form, sufficient or appropriate for the represented purpose, or that
they are other than what they purport to be on their face.

            Any terms used herein and not defined shall have the respective
meaning assigned to them in the Agreement.

                                    Respectfully,


                                    [Name]
                                    [Title]

cc: Dean Roberson, Esq., Assistant General Counsel, Bank of America Corporation





<PAGE>




STANDARD WATCHLIST CRITERIA  (DRAFTED BY CMSA WATCHLIST SUB-COMMITTEE)
<TABLE>
<CAPTION>
PROPERTY TYPE:  GENERAL
------------------------------------------------------------------------------------------------------------------------------------

REFERENCE
------------------------------------------------------------------------------------------------------------------------------------

<S>       <C>                                                 <C>                                     <C>
CODE      CRITERIA                                                      TRIGGER LEVEL ON                  TRIGGER LEVEL OFF
------------------------------------------------------------------------------------------------------------------------------------

FINANCIAL CONDITIONS
------------------------------------------------------------------------------------------------------------------------------------

  1   A   Delinquent Payments                                              2 payments                    3 payments received
------------------------------------------------------------------------------------------------------------------------------------

  1   B   Delinquent Taxes (Amount, Uncured x days, etc.)       30 days after delinquent due date     Taxes paid in full by the
                                                                                                              borrower
------------------------------------------------------------------------------------------------------------------------------------

  1   C   Delinquent or Forced Placed Insurance                  Delinquent-Day after Due and FP  Insurance is paid in full by the
                                                                         is immediately                       borrower
------------------------------------------------------------------------------------------------------------------------------------

  1   D   Outstanding servicing advances (excludes P & I)                   > 30 days             No outstanding servicing advances
------------------------------------------------------------------------------------------------------------------------------------

  1   E   DSCR                                                   < 1.10x (other than CTLs, < 1.0   > 1.10x [Lodging and Healthcare
                                                                 -
                                                                x) [Lodging and Healthcare would  would be > 1.20x] (CTLs > 1.0 x)
                                                                                                                          -
                                                                           be < 1.20x]
                                                                              -
------------------------------------------------------------------------------------------------------------------------------------

  1   F   DSCR decrease from Origination                          < 1.50x and < 85% of UW DSCR            > 85% of UW DSCR
                                                                  -           -
------------------------------------------------------------------------------------------------------------------------------------

  1   G   Defaulted or matured senior lien                                 Immediately                          Cured
------------------------------------------------------------------------------------------------------------------------------------

  1   H   Any unplanned draw on a Letter of Credit or any                  Immediately            Letter of Credit or debt service
          draw on a reserve to pay debt service unless the                                         reserve is restored (if
          draw on the Letter if Credit or reserve is                                             applicable) and the borrower has
           permitted due to the seasonal nature of the                                           made three consecutive payments.
           related property.
------------------------------------------------------------------------------------------------------------------------------------

BORROWER ISSUES
------------------------------------------------------------------------------------------------------------------------------------

  2   A   Required repairs not finished by due date                  30 Days after due Date        Completion of required repairs
------------------------------------------------------------------------------------------------------------------------------------

  2   B   O & M plan deficiencies                                          Immediately                    Cure deficiencies
------------------------------------------------------------------------------------------------------------------------------------

  2   C   Occurrence of trigger event in documents                         Immediately             Cure of the event that required
                                                                                                   action under the mortgage loan
                                                                                                    documents, or satisfying such
                                                                                                     mortgage loan provisions or
                                                                                                     after 6 consecutive monthly
                                                                                                              payments
------------------------------------------------------------------------------------------------------------------------------------

  2   D   Failure to remit operating statements or rent rolls     60 days after the time period      Statement received or next
                                                                 provided in the loan documents     statement frequency received
                                                                                                    that covers period of missing
                                                                                                             statement.
------------------------------------------------------------------------------------------------------------------------------------

  2   E   Ground lease default                                             Immediately                          Cured
------------------------------------------------------------------------------------------------------------------------------------

  2   F   Expiration of groundlease within 6 months                        Immediately              New lease or option has been
                                                                                                              exercised
------------------------------------------------------------------------------------------------------------------------------------

  2   G   Franchise default or operating  license default                  Immediately            New franchise or license in place
------------------------------------------------------------------------------------------------------------------------------------

  2   H   Poor Survey for Skilled Care or Assisted Living                  Immediately                          Cured
          Facility
------------------------------------------------------------------------------------------------------------------------------------

PROPERTY CONDITION ISSUES
------------------------------------------------------------------------------------------------------------------------------------

  4   A   Prohibited collateral inspection access                          Immediately              Site inspection is completed
------------------------------------------------------------------------------------------------------------------------------------

  4   B   Inspection reveals below average, poor or                        Immediately              Cure problem indicated by the
          unsatisfactory condition                                                                       inspection
------------------------------------------------------------------------------------------------------------------------------------

  4   C   Inspection reveals potentially harmful                           Immediately              Cure problem indicated by the
          environmental issue                                                                              inspection
------------------------------------------------------------------------------------------------------------------------------------

  4   D   Property affected by major casualty or                           Immediately               Cured (transferred to SS or
          condemnation proceeding  affecting future cashflows                                                    payoff)
------------------------------------------------------------------------------------------------------------------------------------

LEASE ROLLOVER, TENANT ISSUES AND VACANCY
------------------------------------------------------------------------------------------------------------------------------------

  5   A   Physical Occupancy (relative basis)                    > 15% less than at origination   > 85% of occupancy at Origination
                                                                 -
------------------------------------------------------------------------------------------------------------------------------------

  5   B   EGI from Origination (For Hotel  use REV PAR)          > 15% less than at Origination      > 85% of EGI or REV PAR for
                                                                 -                                     Hotel
                                                                 & < 1.50 DSCR [For Lodging, use
                                                                   -
                                                                            Rev Par]
------------------------------------------------------------------------------------------------------------------------------------

  5   C   Leases expiring within next 12 months                    > 20% of net rentable area      Tenant spaces have been leased
                                                                   -
------------------------------------------------------------------------------------------------------------------------------------

  5   D   Bankruptcy of major tenant (if Healthcare include        > 20% of net rentable area     The existing tenant comes out of
           Master Lease or of Management Company)                  -                              bankruptcy or a new tenant is in
                                                                                                          place.

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

  5   E   Tenant lease is in default, terminated or is dark        > 20% of net rentable area             New lease signed
                                                                   -
------------------------------------------------------------------------------------------------------------------------------------

MATURITY  MATURITY
------------------------------------------------------------------------------------------------------------------------------------

  6   A   Pending loan maturity                                             < 90 days              Loan is extended or paid off in
                                                                            -                                full

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

          ASSUMPTIONS:
      --------------------------------------------------------------------------

        1 Major Tenants include top 5 tenants and or  tenants representing >
                                                                           -
          20%NRA
      --------------------------------------------------------------------------

        2 All Servicers will use TTM or Annual or Normalized Annualized (if YTD
          statements)
      --------------------------------------------------------------------------

          No YTD or Quarterly will be used for Watch List purposes.
      --------------------------------------------------------------------------



<PAGE>



                                       I-9

                                    EXHIBIT I

                           FORM OF REQUEST FOR REVIEW


                                                     __________________, 20_____


LaSalle Bank National Association,
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: Asset Backed Securities Trust Services Group- BACM 2001-PB1

     Re:  Pooling and Servicing Agreement dated as of October 1, 2001 (the
          "Agreement") by and among Banc of America Commercial Mortgage Inc., as
          Depositor, Prudential Asset Resources, Inc., as Master Servicer,
          KeyCorp Real Estate Capital Markets, Inc. d/b/a Key Commercial
          Mortgage, as Special Servicer, LaSalle Bank National Association, as
          Trustee and REMIC Administrator, and ABN AMRO Bank N.V., as Fiscal
          Agent, for the Certificateholders of Commercial Mortgage Pass Through
          Certificates, Series 2001-PB1

Ladies and Gentlemen:

            Pursuant to Section 2.02(b) of the above referenced Agreement,
[_________________] requests a review of the following Mortgage file:

            Property Name:    ________________________________________
            Property Address: ________________________________________
            Loan Number :     ________________________________________

            The results of such review should be returned to
[___________________] at the following address:

                         Phone:  _______________________
                         Fax: __________________________



<PAGE>



                                    EXHIBIT J

                     FORM OF NOTICE REGARDING PURCHASE OPTION EXERCISE

                         [Letterhead of Master Servicer]

                                                [Date]

[Option Holder]


                    Banc of America Commercial Mortgage Inc. Commercial
                    Mortgage Pass-Through Certificates, Series 2001-PB1

Ladies and Gentlemen:

      You are the holder of an assignable option (the "Purchase Option") to
purchase Mortgage Loan number ____ from the Trust Fund, pursuant to Section 3.18
of the pooling and servicing agreement (the "Pooling and Servicing Agreement")
dated as of October 1, 2001, by and among Banc of America Commercial Mortgage
Inc., as depositor, Prudential Asset Resources, Inc., as master servicer,
KeyCorp Real Estate Capital Markets, Inc. d/b/a Key Commercial Mortgage, as
special servicer, LaSalle Bank National Association, as trustee and REMIC
administrator, and ABN AMRO Bank N.V., as fiscal agent. Capitalized terms used
herein and not otherwise defined shall have the meaning set forth in the Pooling
and Servicing Agreement.

      This notice is to inform you that the exercise of your Purchase Option in
respect of Mortgage Loan number ___, pursuant to your Purchase Option Notice
dated _________, a copy of which is attached hereto, is effective. Pursuant to
Section 3.18(d) of the Pooling and Servicing Agreement and your Purchase Option
Notice, closing of [your] [_________'s] acquisition of Mortgage Loan number ___
shall occur within ten (10) Business Days of your receipt of this notice, at the
place and in the manner described below.

      [Describe closing mechanics. Describe documents or instruments required to
be prepared by Option Holder in connection with assignment and release of the
related Mortgage Loan.]

      Upon payment of the Option Price, Mortgage Loan number ___ and the related
Mortgaged Property will be released and the related Mortgage Loan File will be
delivered to [you] [__________] or at [your] [_________'s] direction.

      Drafts of such instruments of transfer or assignment, in each case without
recourse, reasonably necessary to vest in [you] or [________] the ownership of
Mortgage Loan ____, together with [describe other documents or instruments
reasonably required to consummate the purchase] should be delivered to
[____________] for review as soon as is practicable.

      [Provide Master Servicer contact information.]

            Please acknowledge receipt of this letter by signing the enclosed
copy and return it to my attention.

                                    Sincerely,


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




Option Holder's Acknowledgment

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



<PAGE>



                                    EXHIBIT K

             CONTROLLING CLASS CERTIFICATEHOLDER'S REPORTS CHECKLIST

                                   ARTICLE II

--------------------------------------------------------------------------------
         Information                          Format           Frequency
--------------------------------------------------------------------------------
Property Operating Statement     Actual       PDF/TIF         As received
--------------------------------------------------------------------------------
     Property Rent Roll          Actual       PDF/TIF         As received
--------------------------------------------------------------------------------
Other Financials as required     Actual       PDF/TIF         As received
      by loan documents
--------------------------------------------------------------------------------
     Property Inspection         Actual       PDF/TIF         As received
--------------------------------------------------------------------------------
   Payments Received After      Monthly        Excel        Master Servicer
Determination Date Report (1)                               Remittance Date
--------------------------------------------------------------------------------
  Mortgage Loans Delinquent     Monthly        Excel       30th of each month
         Report (2)
--------------------------------------------------------------------------------
     Interest on Advance        Monthly        Excel       Distribution Date
       Reconciliation
--------------------------------------------------------------------------------
       CMSA Setup File          CMSA IRP   Access/Excel   Monthly/Distribution
  (Issuer/Trustee/Servicer)                                       Date
--------------------------------------------------------------------------------
     CMSA Property File         CMSA IRP   Access/Excel   Monthly/Distribution
                                                                  Date
--------------------------------------------------------------------------------
  CMSA Loan Periodic Update     CMSA IRP   Access/Excel   Monthly/Distribution
            File                                                  Date
--------------------------------------------------------------------------------
     CMSA Financial File        CMSA IRP   Access/Excel   Monthly/Distribution
                                                                  Date
--------------------------------------------------------------------------------
   Distribution Statement       Monthly      Excel/PDF    Monthly/Distribution
          (Trustee)                                               Date
--------------------------------------------------------------------------------
  CMSA Bond File (Trustee)      CMSA IRP   Access/Excel   Monthly/Distribution
                                                                  Date
--------------------------------------------------------------------------------
    CMSA Collateral File        CMSA IRP   Access/Excel   Monthly/Distribution
          (Trustee)                                               Date
--------------------------------------------------------------------------------
  CMSA Supplemental Reports     CMSA IRP   Access/Excel   Monthly/Distribution
                                                                  Date
--------------------------------------------------------------------------------
Operating Statement Analysis    CMSA IRP   Access/Excel   Monthly/Distribution
           Report                                                 Date
--------------------------------------------------------------------------------
  NOI Adjustment Worksheet      CMSA IRP   Access/Excel   Monthly/Distribution
                                                                  Date
--------------------------------------------------------------------------------
  Documentation Exceptions     Quarterly   Access/Excel   Monthly/Distribution
      Report (Trustee)                                            Date
--------------------------------------------------------------------------------


Footnotes:

1)    On the Master Servicer Remittance Date following the Determination Date
      for the related Bond Certificateholder Distribution, a list of all
      mortgage loans which are delinquent as to the applicable Distribution
      Period on the Master Servicer Remittance Date. This list should represent
      all delinquent loans that required a P and I Advance be made.

2)    On the last day of the month (30th), for all delinquencies reported in #1
      above, a list of a) all mortgage loans which remain delinquent for such
      Distribution period (along with the number of days delinquent) accompanied
      with any reason, in Master Servicer's opinion, for the mortgage loans
      continued delinquency, along with an explanation of Master Servicer's
      attempts to cure.

3)    ARCap requests that the above information be organized in ascending Trust
      Mortgage Loan Identification Number. order and forwarded on each of the
      above listed dates via E-Mail to the following address or all reports and
      data files shall be available via the Servicer's or Trustee's Website.

Ricka Moore                         Larry Duggins
Director Bond/Mortgage Surveillance President
ARCap REIT, Inc.                    ARCap REIT, Inc.
rmoore@arcap.com                    lduggins@arcap.com
(972) 580-1688 ext. 29              (972) 580-1688 ext. 11



<PAGE>




                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE




<PAGE>






                                   SCHEDULE II

                        SUB-SERVICING AGREEMENT IN EFFECT
                             AS OF THE CLOSING DATE


            The Sub-Servicing Agreement, dated as of November 6, 2001, by and
between Bank of America, N.A., having an office at 333 South Beaudry, 26th
Floor, Los Angeles, California 90017, and its successors and assigns, Capstone
Realty Advisors, LLC, having an office at 1120 Chester Avenue, Suite 300,
Cleveland, Ohio 44114, Collateral Mortgage Capital, LLC, having an office at 524
Lorna Square, Birmingham, Alabama 35216 and L.J. Melody & Company Of Texas, LP,
having an office at 5847 San Felipe, Suite 4400, Houston, Texas 77057 (each a
"Sub-Servicer" and, collectively, the "Sub-Servicers"), and Prudential Asset
Resources, Inc., having an office at 2200 Ross Avenue, Suite 4900E, Dallas,
Texas, 75201, and its successors and assigns.





<PAGE>




                                  SCHEDULE III

                       EXCEPTIONS TO INITIAL FILE DELIVERY

                                      None

<PAGE>



                                   SCHEDULE IV
                             CLASS XP REFERENCE RATE


    1     11/11/01 7.6212
    2     12/11/01 7.3737
    3     1/11/02  7.3737
    4     2/11/02  7.3737
    5     3/11/02  7.3743
    6     4/11/02  7.6212
    7     5/11/02  7.3737
    8     6/11/02  7.6212
    9     7/11/02  7.3737
   10     8/11/02  7.6212
   11     9/11/02  7.6212
   12     10/11/02 7.3737
   13     11/11/02 7.6212
   14     12/11/02 7.3737
   15     1/11/03  7.3737
   16     2/11/03  7.3737
   17     3/11/03  7.3743
   18     4/11/03  7.6211
   19     5/11/03  7.3737
   20     6/11/03  7.6211
   21     7/11/03  7.3737
   22     8/11/03  7.6211
   23     9/11/03  7.6212
   24     10/11/03 7.3737
   25     11/11/03 7.6212
   26     12/11/03 7.3737
   27     1/11/04  7.6212
   28     2/11/04  7.3737
   29     3/11/04  7.3739
   30     4/11/04  7.6211
   31     5/11/04  7.3737
   32     6/11/04  7.6211
   33     7/11/04  7.3736
   34     8/11/04  7.6211
   35     9/11/04   7.621
   36     10/11/04 7.3736
   37     11/11/04  7.621
   38     12/11/04 7.3735
   39     1/11/05  7.3735
   40     2/11/05  7.3735
   41     3/11/05  7.3743
   42     4/11/05  7.6209
   43     5/11/05  7.3735
   44     6/11/05  7.6209
   45     7/11/05  7.3734
   46     8/11/05  7.6208
   47     9/11/05  7.6208
   48     10/11/05 7.3734
   49     11/11/05 7.6208
   50     12/11/05 7.3733
   51     1/11/06  7.3733
   52     2/11/06  7.3733
   53     3/11/06  7.3742
   54     4/11/06  7.6207
   55     5/11/06  7.3732
   56     6/11/06  7.6259
   57     7/11/06  7.3783
   58     8/11/06  7.6259
   59     9/11/06  7.6258
   60     10/11/06 7.3782
   61     11/11/06 7.6258
   62     12/11/06 7.3782
   63     1/11/07  7.3781
   64     2/11/07  7.3781
   65     3/11/07  7.3791
   66     4/11/07  7.6257
   67     5/11/07   7.378
   68     6/11/07  7.6256
   69     7/11/07   7.378
   70     8/11/07  7.6256
   71     9/11/07  7.6255
   72     10/11/07 7.3779
   73     11/11/07 7.6255
   74     12/11/07 7.3779
   75     1/11/08  7.6254
   76     2/11/08  7.3778
   77     3/11/08  7.3781
   78     4/11/08  7.6257
   79     5/11/08  7.3777
   80     6/11/08  7.6252
   81     7/11/08  7.3776
   82     8/11/08  7.6252
   83     9/11/08  7.6251
   84     10/11/08 7.3775
   85     11/11/08 7.6251
   86     12/11/08 7.3774
   87     1/11/09  7.3774
   88     2/11/09  7.3774
   89     3/11/09  7.3786
   90     4/11/09  7.6249
   91     5/11/09  7.3773
   92     6/11/09  7.6248
   93     7/11/09  7.3772
   94     8/11/09  7.6247
   95     9/11/09  7.6247
   96     10/11/09 7.3771
   97     11/11/09 7.6246
   98     12/11/09  7.377
   99     1/11/10  7.3769
   100    2/11/10  7.3769
   101    3/11/10  7.3782
   102    4/11/10  7.6243
   103    5/11/10  7.3767
   104    6/11/10  7.6134





--------

* Purchaser must include one of the following two certifications.

* Each Purchaser must include one of the two alternative certifications.

** Only to be filled out by Purchasers of Definitive Certificates. Please select
(a) or (b). For holders of Definitive Certificates, wire transfers are only
available if such holder's Definitive Certificates have an aggregate Certificate
Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.