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                FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.
                                    Depositor

                                       and

                            FIRST UNION NATIONAL BANK

                                 Master Servicer

                                       and

                              LENNAR PARTNERS, INC.
                                Special Servicer

                                       and

                        WELLS FARGO BANK MINNESOTA, N.A.
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                            Dated as of June 10, 2001

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

                                 $1,001,539,038

                  Commercial Mortgage Pass-Through Certificates

                                 Series 2001-C2

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<PAGE>



                                TABLE OF CONTENTS



                                    ARTICLE I

                                   DEFINITIONS

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


                                   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 the Trust Fund by Trustee.....................
SECTION 2.03   Mortgage Loan Seller's Repurchase or Substitution of
                 Mortgage Loans for Document Defects and Breaches of
                 Representations and Warranties............................
SECTION 2.04   Representations and Warranties of Depositor.................
SECTION 2.05   Execution, Authentication and Delivery of Class V
                 Certificates; Creation of Loan REMIC Regular Interests....
SECTION 2.06   Conveyance of Mortgage Loans; Acceptance of REMIC I by
                 Trustee...................................................
SECTION 2.07   Execution, Authentication and Delivery of Class R-I
                 Certificates..............................................
SECTION 2.08   Conveyance of REMIC I Regular Interests; Acceptance of
                 REMIC II by Trustee.......................................
SECTION 2.09   Execution, Authentication and Delivery of REMIC II
                 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; Reserve Accounts......................
SECTION 3.04   Certificate Account, Interest Reserve Account,
                 Additional Interest Account, Distribution Account and
                 Companion Distribution Account............................
SECTION 3.05   Permitted Withdrawals From the Certificate Account,
                 Interest Reserve Account, the Additional Interest
                 Account and the Distribution Account......................
SECTION 3.06   Investment of Funds in the Servicing Accounts, the
                 Reserve Accounts, the Certificate Account, the
                 Interest Reserve Account, the Distribution Account,
                 the Companion Distribution Account, the Additional
                 Interest Account and the REO Account......................
SECTION 3.07   Maintenance of Insurance Policies; Errors and Omissions
                 and Fidelity Coverage.....................................
SECTION 3.08   Enforcement of Alienation Clauses...........................
SECTION 3.09   Realization Upon Defaulted Mortgage Loans; Required
                 Appraisals................................................
SECTION 3.10   Trustee and Custodian to Cooperate; Release of Mortgage
                 Files.....................................................
SECTION 3.11   Servicing Compensation......................................
SECTION 3.12   Property Inspections; Collection of Financial
                 Statements; Delivery of Certain Reports...................
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 Master Servicer and Special
                 Servicer..................................................
SECTION 3.20   Modifications, Waivers, Amendments and Consents.............
SECTION 3.21   Transfer of Servicing Between Master Servicer and
                 Special Servicer; Record Keeping..........................
SECTION 3.22   Sub-Servicing Agreements....................................
SECTION 3.23   Representations and Warranties of Master Servicer and
                 Special Servicer..........................................
SECTION 3.24   Sub-Servicing Agreement Representation and Warranty.........
SECTION 3.25   Designation of Controlling Class Representative and the
                 Rite Aid Representative...................................
SECTION 3.26   Performance of Borrower Credit Lease Obligations............


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERs

SECTION 4.01   Distributions...............................................
SECTION 4.02   Statements to Certificateholders; CMSA Loan Periodic
                 Update File...............................................
SECTION 4.03   P&I Advances................................................
SECTION 4.04   Allocation of Realized Losses and Additional Trust Fund
                 Expenses; Allocation of Certificate Deferred Interest;
                 Allocation of Appraisal Reduction Amounts.................
SECTION 4.05   Calculations................................................
SECTION 4.06   Use of Agents...............................................


                                    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.......................................


                                   ARTICLE VI

               THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL
              SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE

SECTION 6.01   Liability of Depositor, Master Servicer and Special
                 Servicer..................................................
SECTION 6.02   Merger, Consolidation or Conversion of Depositor or
                 Master Servicer or Special Servicer.......................
SECTION 6.03   Limitation on Liability of Depositor, Master Servicer
                 and Special Servicer......................................
SECTION 6.04   Resignation of Master Servicer and the Special Servicer.....
SECTION 6.05   Rights of Depositor and Trustee in Respect of Master
                 Servicer and the Special Servicer.........................
SECTION 6.06   Depositor, Master Servicer and Special Servicer to
                 Cooperate with Trustee....................................
SECTION 6.07   Depositor, Special Servicer and Trustee to Cooperate
                 with Master Servicer......................................
SECTION 6.08   Depositor, Master Servicer and Trustee to Cooperate with
                 Special Servicer..........................................
SECTION 6.09   Designation of Special Servicer by the Controlling Class....
SECTION 6.10   Master Servicer or Special Servicer as Owner of a
                 Certificate...............................................
SECTION 6.11   The Controlling Class Representative........................


                                   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 Trustee...........................
SECTION 8.03   Trustee Not Liable for Validity or Sufficiency of
                 Certificates or Mortgage Loans............................
SECTION 8.04   Trustee May Own Certificates................................
SECTION 8.05   Fees and Expenses of Trustee; Indemnification of Trustee....
SECTION 8.06   Eligibility Requirements for Trustee........................
SECTION 8.07   Resignation and Removal of Trustee..........................
SECTION 8.08   Successor Trustee...........................................
SECTION 8.09   Merger or Consolidation of Trustee..........................
SECTION 8.10   Appointment of Co-Trustee or Separate Trustee...............
SECTION 8.11   Appointment of Custodians...................................
SECTION 8.12   Appointment of Authenticating Agents........................
SECTION 8.13   Appointment of Paying Agent.................................
SECTION 8.14   Appointment of REMIC Administrators.........................
SECTION 8.15   Access to Certain Information...............................
SECTION 8.16   Representations, Warranties and Covenants of Trustee........
SECTION 8.17   Reports to the Securities and Exchange Commission;
                 Available Information.....................................
SECTION 8.18   Maintenance of Mortgage File................................
SECTION 8.19   Companion Paying Agent......................................
SECTION 8.20   Companion Register..........................................
SECTION 8.21   Co-Lender Agreement.........................................


                                   ARTICLE IX

                                   TERMINATION

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


                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

SECTION 10.01  REMIC Administration........................................
SECTION 10.02  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  Grant of a Security Interest................................
SECTION 11.08  Streit Act..................................................
SECTION 11.09  Successors and Assigns; Beneficiaries.......................
SECTION 11.10  Article and Section Headings................................
SECTION 11.11  Notices to Rating Agencies..................................
SECTION 11.12  Complete Agreement..........................................



<PAGE>




                                    EXHIBITS

Exhibit Description                    Exhibit No.      Section Reference

Form of Class A-1 Certificate          A-1         Section 1.01 Definition
                                                   of "Class A-1 Certificate"

Form of Class A-2 Certificate          A-2         Section 1.01 Definition
                                                   of "Class A-2 Certificate"

Form of Class IO Certificate           A-3         Section 1.01 Definition
                                                   of "Class IO Certificate"

Form of Class B Certificate            A-4         Section 1.01 Definition
                                                   of "Class B Certificate"

Form of Class C Certificate            A-5         Section 1.01 Definition
                                                   of "Class C Certificate"

Form of Class D Certificate            A-6         Section 1.01 Definition
                                                   of "Class D Certificate"

Form of Class E Certificate            A-7         Section 1.01 Definition
                                                   of "Class E Certificate"

Form of Class F Certificate            A-8         Section 1.01 Definition
                                                   of "Class F Certificate"

Form of Class G Certificate            A-9         Section 1.01 Definition
                                                   of "Class G Certificate"

Form of Class H Certificate           A-10         Section 1.01 Definition
                                                   of "Class H Certificate"

Form of Class J Certificate           A-11         Section 1.01 Definition
                                                   of "Class J Certificate"

Form of Class K Certificate           A-12         Section 1.01 Definition
                                                   of "Class K Certificate"

Form of Class L Certificate           A-13         Section 1.01 Definition
                                                   of "Class L Certificate"

Form of Class M Certificate           A-14         Section 1.01 Definition
                                                   of "Class M Certificate"

Form of Class N Certificate           A-15         Section 1.01 Definition
                                                   of "Class N Certificate"

Form of Class O Certificate           A-16         Section 1.01 Definition
                                                   of "Class O Certificate"

Form of Class P Certificate           A-17         Section 1.01 Definition
                                                   of "Class P Certificate"

Form  of Class Q Certificate          A-18         Section 1.01 Definition
                                                   of
                                                   "Class Q Certificate"

Form of Class V Certificate           A-19         Section 1.01 Definition
                                                   of "Class V Certificate"

Form of Class R-I Certificate         A-20         Section 1.01 Definition
                                                   of "Class R-I
                                                   Certificate"

Form of Class R-II Certificate        A-21         Section 1.01 Definition
                                                   of "Class R-II
                                                   Certificate"

Form of Class Z-I Certificate         A-22         Section 1.01 Definition
                                                   of
                                                   "Class Z-I Certificate"

Form of Class Z-II Certificate        A-23         Section 1.01 Definition
                                                   of
                                                   "Class Z-II Certificate"

Mortgage Loan Schedule                  B          Section 1.01 Definition
                                                   of "Mortgage Loan
                                                   Schedule"

Schedule of Exceptions to              C-1         Section 2.02(a)
Mortgage File Delivery

Form of Custodial Certification        C-2         Section 2.02(a)

Form of Master Servicer Request        D-1         Section 1.01 Definition
for Release                                        of "Request for Release";
                                                   Section 2.03(b); Section
                                                   3.10(a); and Section 3.10(b)

Form of Special Servicer               D-2         Section 1.01 Definition
Request for Release                                of "Request for Release";
                                                   Section 3.10(b)

Calculation of NOI/Debt Service         E          Section 1.01 Definition
Coverage Ratios                                    of "Net Operating Income"

Form of Updated Collection              F          Section 1.01 Definition
Report                                             of "Updated Collection
                                                   Report"

Form of Transferor Certificate         G-1         Section 5.02(b)

Form of Transferee Certificate         G-2         Section 5.02(b)
for QIBs

Form of Transferee Certificate         G-3         Section 5.02(b)
for Non-QIBs

Form of Transferee Certificate          H          Section 5.02(c)

Form of Transfer Affidavit and         I-1         Section 5.02(d)(i)(2)
Agreement Pursuant to Section
5.02(d)(i)(2)

Form of Transferor Certificate         I-2         Section 5.02(d)(i)(4)
Pursuant to Section
5.02(d)(i)(4)

Form of Notice and                     J-1         Section 6.09
Acknowledgment

Form of Acknowledgment of              J-2         Section 6.09
Proposed Special Servicer

Form of CMSA Property File              K          Section 3.12(c)
Report

Form of Comparative Financial           L          Section 1.01 Definition
Status Report                                      of "Comparative
                                                   Financial Status Report"

Form of REO Status Report               M          Section 1.01 Definition
                                                   of "REO Status Report"

Form of Watch List                      N          Section 1.01 Definition
                                                   of "Watch List"

Form of Delinquent Loan Status          O          Section 1.01 Definition
Report                                             of "Delinquent Loan
                                                   Status Report"

Form of Historical Loan                 P          Section 1.01 Definition
Modification Report                                of "Historical Loan
                                                   Modification Report"

Form of Historical Liquidation          Q          Section 1.01 Definition
Report                                             of "Historical
                                                   Liquidation Report"

Form of NOI Adjustment Worksheet        R          Section 1.01 Definition
                                                   of "NOI Adjustment
                                                   Worksheet"

Form of Operating Statement             S          Section 1.01 Definition
Analysis Report                                    of "Operating Statement
                                                   Analysis Report"

Form of Interim Delinquent Loan         T          Section 1.01 Definition
Status Report                                      of "Interim Delinquent
                                                   Loan Status Report"

Form of CMSA Loan Periodic              U          Section 1.01 Definition
Update File                                        of "CMSA Loan Periodic
                                                   Update File"

Form of Certificateholder              V-1         Section 3.15
Confirmation Certificate
Request by Beneficial Holder

Form of Prospective Purchaser          V-2         Section 3.15
Certificate

Form of CMSA Bond File Report           W          Section 1.01 Definition
                                                   of "CMSA Bond File
                                                   Report"

Form of CMSA Collateral Summary         X          Section 1.01 Definition
File                                               of "CMSA Collateral
                                                   Summary File"

Form of CMSA Financial File             Y          Section 1.01 Definition
                                                   of "CMSA Financial File"

Form of CMSA Loan Setup File            Z          Section 1.01 Definition
                                                   of "CMSA Loan Setup File"

Initial Companion Holder               AA          Section 8.20



<PAGE>



                         POOLING AND SERVICING AGREEMENT

        This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of June 10, 2001, among FIRST UNION COMMERCIAL MORTGAGE SECURITIES,
INC., as Depositor, FIRST UNION NATIONAL BANK, as Master Servicer, LENNAR
PARTNERS, INC., as Special Servicer, and WELLS FARGO BANK MINNESOTA, N.A., as
Trustee.

                            PRELIMINARY STATEMENT:

        The Depositor intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes
(each, a "Class"), which in the aggregate will evidence the entire beneficial
ownership interest in a trust fund (the "Trust Fund") to be created hereunder,
the primary assets of which will be the Mortgage Loans.

        As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the Rite Aid Mortgage Loan with an aggregate original
principal amount of $3,812,383 and certain other related assets subject to this
Agreement as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as the "Loan REMIC." The Loan REMIC Residual
Interest will represent the sole class of "residual interests" in the Loan REMIC
for purposes of the REMIC Provisions under federal income tax law, and will be
represented by the Class R-I Certificates. The Loan REMIC Senior Regular
Interest will not be certificated and will be held by REMIC I. The Loan REMIC
Subordinate Regular Interest will be represented by the Class V Certificates.

        As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the Loan REMIC Senior Regular Interest and all of the
Majority Mortgage Loans (exclusive of that portion of the interest payments
thereon that constitute Additional Interest) and certain other related assets
subject to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC I." The Class R-I
Residual Interest will represent the sole class of "residual interests" in REMIC
I for purposes of the REMIC Provisions under federal income tax law, and will be
represented by the Class R-I Certificates.

        As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of all of the REMIC I Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II". The Class R-II Certificates will evidence the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions
under federal income tax law. For federal income tax purposes, each Class of the
Regular Certificates will be designated as a separate "regular interest" in
REMIC II for purposes of the REMIC Provisions under federal income tax law.

            The  following  table  sets  forth the Class or
Component designation, the corresponding REMIC I Regular Interest (the
"Corresponding REMIC I Regular Interest"), the Corresponding Components of the
Class IO Certificates and the Original Class Principal Balance for each Class of
Sequential Pay Certificates (the "Corresponding Certificates").

 Corresponding   Original Class     Corresponding    Corresponding Components of
 Certificates   Principal Balance  REMIC I Regular    Class IO Certificates (1)
                                    Interests (1)

Class A-1          $190,553,000         LA-1                    IO-A-1

Class A-2          $590,647,000         LA-2                    IO-A-2

Class B             $42,565,000          LB                      IO-B

Class C             $12,520,000          LC                      IO-C

Class D             $12,519,000          LD                      IO-D

Class E             $20,031,000          LE                      IO-E

Class F             $10,015,000          LF                      IO-F

Class G             $15,023,000          LG                      IO-G

Class H             $17,527,000          LH                      IO-H

Class J             $12,519,000          LJ                      IO-J

Class K             $15,023,000          LK                      IO-K

Class L             $20,031,000          LL                      IO-L

Class M              $5,008,000          LM                      IO-M

Class N              $6,048,000          LN                      IO-N

Class O              $5,908,000          LO                      IO-O

Class P              $3,939,000          LP                      IO-P

Class Q             $21,663,038          LQ                      IO-Q

            (1)  The REMIC I Regular Interest and the Components of the Class
IO Certificates that correspond to any particular Class of Sequential Pay
Certificates also correspond to each other and, accordingly, constitute the
"Corresponding  REMIC I Regular Interest" and the  "Corresponding
Components" respectively, with respect to each other.

        The portion of the Trust Fund consisting of: (i) the Additional Interest
and the Additional Interest Account and (ii) amounts held from time to time in
the Additional Interest Account that represent Additional Interest shall be
treated as a grantor trust (the "Grantor Trust") for federal income tax
purposes. As provided herein, the Trustee shall take all actions necessary to
ensure that the portion of the Trust Fund consisting of the Grantor Trust Assets
maintains its status as a "grantor trust" under federal income tax law and not
be treated as part of REMIC I or REMIC II.

        Five mortgage loans (the "Companion Loans") with an aggregate original
principal amount of $23,576,630.91 are not part of the Trust Fund but are
secured by corresponding Mortgages that secure related Mortgage Loans (each an
"AB Mortgage Loan" and collectively, the "AB Mortgage Loans") that are part of
the Trust Fund. As and to the extent provided herein, the Companion Loans will
be serviced and administered in accordance with this Agreement. Amounts
attributable to the Companion Loans will not be assets of the Trust Fund, and
will be owned by the Companion Holder.

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

                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.01 Defined Terms.

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

            "30/360 Basis": The accrual of interest calculated on the basis of a
360-day year consisting of twelve 30-day months.

            "AB Mortgage  Loan":  Each Mortgage Loan identified on the
Mortgage Loan Schedule as loan number 10, 71, 93, 96 and 97.

            "Accrued Certificate Interest": With respect to any Class of Regular
Certificates (other than the Class IO Certificates) or the Class V Certificates
for any  Distribution  Date, one month's interest at the Pass-Through Rate
applicable to such Class of Certificates  for such Distribution Date, accrued
for the related Interest Accrual Period on the related Class Principal Balance
outstanding  immediately prior to such Distribution Date; and, with respect
to the Class IO Certificates for any Distribution Date, the weighted average of
the Strip Rates (weighted on the basis of the respective Component Notional
Amounts of such Components outstanding immediately prior to such Distribution
Date) multiplied by the Class IO Notional Amount for such Distribution Date.
Accrued Certificate Interest shall be calculated on a 30/360 Basis and, with
respect to any Class of Regular Certificates or the Class V Certificates for any
Distribution Date, shall be deemed to accrue during the calendar month preceding
the month in which such Distribution Date occurs.

            "Accrued Rite Aid Senior Component Interest": With respect to the
Rite Aid Senior Component for any Distribution Date, one month's interest at the
Loan REMIC Remittance Rate for such Distribution Date, accrued for the related
Interest Accrual Period on the Rite Aid Senior Balance outstanding immediately
prior to such Distribution  Date. Accrued Rite Aid Senior Component Interest
shall be calculated on a 30/360 Basis and, for any Distribution Date, shall be
deemed to accrue during the calendar month preceding the month in which such
Distribution Date occurs.

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

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

            "Actual/360 Mortgage Loan": Each Mortgage Loan that accrues interest
on an Actual/360 Basis and that is identified as an Actual/360 Mortgage Loan on
the Mortgage Loan Schedule.

            "Additional Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest accrued on the principal balance of
such ARD Loan at the Additional Interest Rate (the payment of which interest
shall, under the terms of such Mortgage Loan, be deferred until the entire
outstanding principal balance of such ARD Loan has been paid), together with all
interest, if any, accrued at the related Mortgage Rate on such deferred
interest. For purposes of this Agreement, Additional Interest on an ARD Loan or
any successor REO 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 or successor REO Loan, notwithstanding that
the terms of the related Mortgage Loan documents so permit. To the extent that
any Additional Interest is not paid on a current basis, it shall be deemed to be
deferred interest.

            "Additional Interest Account": The segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(d) which shall be
entitled "Wells Fargo Bank Minnesota, N.A., as Trustee, in trust for the
registered holders of First Union National Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2001-C2, Additional
Interest Account." The Additional Interest Account shall not be an asset of
REMIC I or REMIC II.

            "Additional Interest Rate": With respect to any ARD Loan after its
Anticipated Repayment Date, the incremental increase in the per annum rate at
which such Mortgage Loan accrues interest after the Anticipated Repayment Date
(in the absence of defaults) as calculated and as set forth in the related
Mortgage Loan documents.

            "Additional Trust Fund Expense": Any Special Servicing Fees, Workout
Fees, Principal Recovery Fees and, in accordance with Sections 3.03(d) and
4.03(d), interest payable to the Master Servicer and the Trustee on Advances (to
the extent not offset by Penalty Interest and late payment charges) and amounts
payable to the Special Servicer in connection with inspections of Mortgaged
Properties required pursuant to the first sentence of Section 3.12(a) (and not
otherwise paid from Penalty Interest and late payment charges), as well as
(without duplication) any of the expenses of the Trust Fund that may be
withdrawn (x) pursuant to any of clauses (viii), (ix), (xi), (xii), (xiii) and
(xix) of Section 3.05(a) out of general collections on the Mortgage Loans and
any REO Properties on deposit in the Certificate Account or (y) pursuant to
clause (ii) or any of clauses (iv) through (vi) of Section 3.05(b) out of
general collections on the Mortgage Loans and any REO Properties on deposit in
the Distribution Account; provided that for purposes of the allocations
contemplated by Section 4.04 no such expense shall be deemed to have been
incurred by the Trust Fund until such time as the payment thereof is actually
made from the Certificate Account or the Distribution Account, as the case may
be.

            "Additional Yield Amount": With respect to any Distribution Date and
the Regular Certificates (other than the Class IO Certificates and any Excluded
Class) entitled to distributions of principal pursuant to Section 4.01(a) on
such Distribution Date, provided that a Yield Maintenance Charge was actually
collected on a Mortgage Loan or an REO Loan during the related Collection
Period, the product of (a) such Yield Maintenance Charge multiplied by (b) a
fraction, which in no event will be greater than one, the numerator of which is
equal to the positive excess, if any, of (i) the Pass-Through Rate for the
Regular Certificates then receiving principal over (ii) the related Discount
Rate, and the denominator of which is equal to the positive excess, if any, of
(i) the Mortgage Rate for such Mortgage Loan or REO Loan, as the case may be,
over (ii) the related Discount Rate, multiplied by (c) a fraction, the numerator
of which is equal to the amount of principal distributable on such Regular
Certificates on such Distribution Date pursuant to Section 4.01(a), and the
denominator of which is equal to the Principal Distribution Amount for such
Distribution Date.

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

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

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

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

            "Anticipated Repayment Date": For each ARD Loan, the date specified
in the related Mortgage Note after which the Mortgage Rate for such ARD Loan
will increase as specified in the related Mortgage Note.

            "Appraisal": With respect to any Mortgage Loan, an appraisal of the
related Mortgaged Property from an Independent Appraiser selected by the Special
Servicer or the Master Servicer, prepared in accordance with 12 CFR ss.225.62
and conducted in accordance with the standards of the American Appraisal
Institute by an Independent Appraiser, which Independent Appraiser shall be
advised to take into account the factors specified in Section 3.09(a), any
available environmental,  engineering or other third-party reports, and other
factors that a prudent real estate appraiser would consider.

            "Appraisal Reduction Amount": The excess, if any, of (a) the sum of,
as calculated by the Master Servicer as of the first Determination Date
immediately succeeding the Master Servicer obtaining knowledge of the occurrence
of the Required Appraisal Date if no new Required Appraisal is required or the
date on which a Required Appraisal (or letter update or internal valuation, if
applicable) is obtained and each Determination Date thereafter so long as the
related Mortgage Loan remains a Required Appraisal Mortgage Loan (without
duplication), (i) the Stated Principal Balance of the subject Required Appraisal
Mortgage Loan, (ii) to the extent not previously advanced by or on behalf of the
Master Servicer or the Trustee, all unpaid interest on the Required Appraisal
Mortgage Loan through the most recent Due Date prior to such Determination Date
at a per annum rate equal to the related Net Mortgage Rate (exclusive of any
portion thereof that constitutes Additional Interest), (iii) all accrued but
unpaid Servicing Fees and all accrued but unpaid Additional Trust Fund Expenses
in respect of such Required Appraisal Mortgage Loan, (iv) all related
unreimbursed Advances (plus accrued interest thereon) made by or on behalf of
the Master Servicer or the Trustee with respect to such Required Appraisal
Mortgage Loan and (v) all currently due and unpaid real estate taxes and
unfunded improvement reserves and assessments, insurance premiums, and, if
applicable, ground rents in respect of the related Mortgaged Property over (b)
an amount equal to the sum of (i) the Required Appraisal Value and (ii) all
escrows, reserves and letters of credit held for the purposes of reserves
(provided such letters of credit may be drawn upon for reserve purposes under
the related Mortgage Loan document) held with respect to such Required Appraisal
Mortgage Loan. If the Special Servicer fails to obtain a Required Appraisal (or
letter update or internal valuation, if applicable) within the time limit
described in Section 3.09(a), the Appraisal Reduction Amount for the related
Required Appraisal Mortgage Loan will equal 25% of the outstanding principal
balance of such Required Appraisal Mortgage Loan, to be adjusted upon receipt of
a Required Appraisal or letter update or internal valuation, if applicable.

            "Appraised Value": With respect to each Mortgaged Property, the
appraised value thereof based upon the most recent Appraisal (or letter update
or internal valuation, if applicable) that is contained in the related Servicing
File.

            "ARD Loan": Any Mortgage Loan that provides that if the unamortized
principal balance thereof is not repaid on its Anticipated Repayment Date, such
Mortgage Loan will accrue Additional Interest at the rate specified in the
related Mortgage Note and the Mortgagor is required to apply excess monthly cash
flow generated by the related Mortgaged Property to the repayment of the
outstanding principal balance on such Mortgage Loan.

            "Asset Disposition Method": As defined in Section 3.18(b).

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

            "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 origination of the related
Mortgage Loan.

            "Assumed Scheduled 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 such Stated Maturity Date) and for any Due Date thereafter as of which
such Mortgage Loan remains outstanding and part of the Trust Fund, the Periodic
Payment of principal and/or interest deemed to be due in respect thereof on such
Due Date that would have been due in respect of such Mortgage Loan on such Due
Date if the related Mortgagor had been required to continue to pay principal in
accordance with the amortization schedule, if any, and to accrue interest at the
Mortgage Rate, in effect on the Closing Date and without regard to the
occurrence of its Stated Maturity Date. With respect to any REO Loan, for any
Due Date therefor as of which the related REO Property remains part of the Trust
Fund, the Periodic Payment of principal and/or interest deemed to be due in
respect thereof on such Due Date that would have been due in respect of the
predecessor Mortgage Loan on such Due Date had it remained outstanding (or, if
the predecessor Mortgage Loan was a Balloon Mortgage Loan and such Due Date
coincides with or follows what had been its Stated Maturity Date, the Assumed
Scheduled Payment that would have been deemed due in respect of the predecessor
Mortgage Loan on such Due Date had it remained outstanding).

            "Authenticating Agent": Any authenticating agent appointed pursuant
to Section 8.12 (or, in the absence of any such appointment, the Trustee).

            "Available Distribution Amount": With respect to any Distribution
Date, the sum of (I) with respect to all of the Majority Mortgage Loans, an
amount equal to (a) the sum of, without duplication, (i) the aggregate of the
amounts on deposit in the Certificate Account and the Distribution Account as of
the close of business on the related Determination Date and the amounts
collected by or on behalf of the Master Servicer as of the close of business on
such Determination Date and required to be deposited in the Certificate Account,
(ii) the aggregate amount of any P&I Advances made by the Master Servicer or the
Trustee for distribution on the Certificates on such Distribution Date pursuant
to Section 4.03, (iii) the aggregate amount transferred from the REO Account (if
established) to the Certificate Account during the month of such Distribution
Date, on or prior to the P&I Advance Date in such month, pursuant to Section
3.16(c), (iv) the aggregate amount deposited by the Master Servicer in the
Certificate Account for such Distribution Date pursuant to Section 3.19 in
connection with Prepayment Interest Shortfalls, and (v) for each Distribution
Date occurring in March, the aggregate of the Interest Reserve Amounts in
respect of each Interest Reserve Loan deposited into the Distribution Account
pursuant to Section 3.05(d), net of (b) the portion of the amount described in
subclauses (a)(i) and (a)(iii) of this definition that represents one or more of
the following: (i) collected Periodic Payments that are due on a Due Date
following the end of the related Collection Period, (ii) any amounts payable or
reimbursable to any Person from the (A) Certificate Account pursuant to clauses
(ii)-(xiv), (xviii) and (xix) of Section 3.05(a) or (B) the Distribution Account
pursuant to clauses (ii) - (vi) of Section 3.05(b), (iii) Prepayment Premiums
and Yield Maintenance Charges, (iv) Additional Interest, (v) with respect to the
Distribution Date occurring in February of each year and in January of each year
that is not a leap year, the Interest Reserve Amounts with respect to the
Interest Reserve Loans to be withdrawn from the Certificate Account and
deposited in the Interest Reserve Account in respect of such Distribution Date
and held for future distribution pursuant to Section 3.04(c) and (vi) any
amounts deposited in the Certificate Account or the Distribution Account in
error, and (II) with respect to the Rite Aid Mortgage Loan, all amounts
distributable pursuant to Section 4.01(i)(i), (ii) and (iii).

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

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

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

            "Bid Allocation": With respect to the Master Servicer and each
Sub-Servicer and the proceeds of any bid pursuant to Section 7.01(c), the amount
of such proceeds (net of any expenses incurred in connection with such bid and
the transfer of servicing), multiplied by a fraction equal to (a) the Servicer
Fee Amount for the Master Servicer or such Sub-Servicer, as the case may be, as
of such date of determination, over (b) the aggregate of the Servicer Fee
Amounts for the Master Servicer and all of the Sub-Servicers as of such date of
determination.

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

            "Borrower Credit Lease Obligation": With respect to any Mortgage
Loan, all covenants, conditions and agreements in a related Credit Lease
required to be paid, performed or observed by the related Mortgagor, as landlord
under such Credit Lease, including, without limitation, (a) maintenance, repair
and replacement obligations with respect to the Mortgaged Property, (b)
obligations to maintain insurance, (c) payments and/or contributions required to
be made by landlord with respect to the Mortgaged Property or pursuant to any
reciprocal easement, operating or similar agreement, (d) the enforcement of
restrictions with respect to the use of any property adjacent to or within a
specified area of the Mortgaged Property, and (e) the enforcement of the
provisions of any reciprocal easement, operating or similar agreement, in each
case, the failure to perform or observe which would constitute a Credit Lease
Termination Condition.

            "Borrower Reserve Agreement": With respect to any Mortgage Loan, the
related borrower reserve agreement, replacement reserve agreement or similar
agreement executed by the Mortgagor and setting forth the terms and amounts
required to be reserved or escrowed for the related Mortgaged Property, in each
case pledged as additional collateral under the related Mortgage.

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

            "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, Minneapolis, Minnesota, or the
cities in which the Corporate Trust Office of the Trustee (which as of the
Closing Date is Columbia, Maryland) or the offices of the Master Servicer (which
as of the Closing Date is Charlotte, North Carolina) are located, are authorized
or obligated by law or executive order to remain closed.

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

            "Certificate": Any one of the First Union National Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C2,
as executed by the Certificate Registrar and authenticated and delivered
hereunder by the Authenticating Agent.

            "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 "First
Union National Bank, as Master Servicer for Wells Fargo Bank Minnesota, N.A., as
Trustee, on behalf of and in trust for the registered holders of First Union
National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2001-C2."

            "Certificate Deferred Interest": The amount by which interest
distributable to any Class of Sequential Pay Certificates or the Class V
Certificates is reduced by the amount of Mortgage Deferred Interest allocable to
such Class on any Distribution Date.

            "Certificate Factor": With respect to any Class of Sequential Pay
Certificates or the Class V Certificates as of any date of determination, a
fraction, expressed as a decimal carried to eight places, the numerator of which
is the then current Class Principal Balance of such Class of Sequential Pay
Certificates or the Class V Certificates, as applicable, and the denominator of
which is the Original Class Principal Balance of such Class of Sequential Pay
Certificates or the Class V Certificates, as applicable.

            "Certificate Notional Amount": With respect to any Class IO
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 IO Notional Amount.

            "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 or Class V 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": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) neither a Disqualified
Organization nor a Non-United States Person shall be Holder of a Residual
Certificate for any purpose hereof and, (ii) solely for the purposes of giving
any consent, approval or waiver pursuant to this Agreement that relates to any
of the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special
Servicer, or the Trustee in its respective capacity as such (except with respect
to amendments or waivers referred to in Sections 7.04 and 11.01 hereof and any
consent, approval or waiver required or permitted to be made by the Majority
Subordinate Certificateholder or the Controlling Class Representative and any
election, removal or replacement of the Special Servicer or the Controlling
Class Representative pursuant to Section 6.09), any Certificate registered in
the name of the Depositor, any Mortgage Loan Seller, the Master Servicer, the
Special Servicer, or the Trustee, as the case may be, or any Certificate
registered in the name of any of their respective Affiliates, shall be deemed
not to be outstanding, and the Voting Rights to which it is entitled shall not
be taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent, approval or waiver that relates to
it has been obtained. The Certificate Registrar shall be entitled to request and
rely upon a certificate of the Depositor, the Master Servicer or the Special
Servicer in determining whether a Certificate is registered in the name of 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.

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

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

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

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

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

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

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

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

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

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

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

            "Class IO Notional Amount": With respect to the Class IO
Certificates and any date of determination, the sum of the then Component
Notional Amounts of all of the Components.

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

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

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

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

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

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

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

            "Class Principal Balance": The aggregate principal balance of any
Class of Sequential Pay Certificates or the Class V Certificates outstanding
from time to time. As of the Closing Date, the Class Principal Balance of each
Class of Sequential Pay Certificates or the Class V Certificates shall equal the
Original Class Principal Balance thereof. On each Distribution Date, the Class
Principal Balance of each such Class of Certificates shall be reduced by the
amount of any distributions of principal made thereon on such Distribution Date
pursuant to Section 4.01 or 9.01, as applicable, and shall be further reduced by
the amount of any Realized Losses and Additional Trust Fund Expenses allocated
thereto on such Distribution Date pursuant to Section 4.04(a). The Class
Principal Balance of any Class of Sequential Pay Certificates or the Class V
Certificates will be increased on any Distribution Date by the amount of any
Certificate Deferred Interest allocated to such Class on such Distribution Date.
Distributions in respect of a reimbursement of Realized Losses and Additional
Trust Fund Expenses previously allocated to a Class of Sequential Pay
Certificates or the Class V Certificates shall not constitute distributions of
principal and shall not result in reduction of the related Class Principal
Balance.

            "Class Q Certificate": Any one of the Certificates with a "Class Q"
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 R-I Certificate": Any one of the Certificates with a "Class
R-I" designation on the face thereof, substantially in the form of Exhibit A-20
attached hereto, and evidencing the Loan REMIC Residual Interest and the REMIC I
Residual Interest.

            "Class R-I Residual Interest": The sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions and evidenced by the
Class R-I Certificates.

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

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

            "Class Z-I Certificate": Any one of the Certificates with a "Class
Z-I" designation on the face thereof, substantially in the form of Exhibit A-22
attached hereto, and evidencing a proportionate interest in the Additional
Interest that is described in Section 4.01(b).

            "Class Z-II Certificate": Any one of the Certificates with a "Class
Z-II" designation on the face thereof, substantially in the form of Exhibit A-23
attached hereto, and evidencing a proportionate interest in the Additional
Interest that is described in Section 4.01(b).

            "Closing Date": June 11, 2001.

            "CMSA": The Commercial Mortgage Securities  Association  (formerly
the Commercial Real Estate Secondary Market and  Securitization  Association")
or any successor organization.

            "CMSA Bond File": The monthly report in the "CMSA Bond File" format
substantially in the form of and containing the information called for therein,
a form of which is attached hereto as Exhibit W, or such other form for the
presentation of such information as may be recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "CMSA Bond File" available as of the Closing Date on the CMSA
website, is reasonably acceptable to the Trustee.

            "CMSA Collateral Summary File": The monthly report in the "CMSA
Collateral Summary File" format substantially in the form of and containing the
information called for therein, a form of which is attached hereto as Exhibit X,
or such other form for the presentation of such information as may be
recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Collateral Summary File"
available as of the Closing Date on the CMSA website, is reasonably acceptable
to the Trustee.

            "CMSA Financial File": The monthly report in the "CMSA Financial
File" format substantially in the form of and containing the information called
for therein for the Mortgage Loans, a form of which is attached hereto as
Exhibit Y, or such other form for the presentation of such information as may be
recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Financial File" available
as of the Closing Date on the CMSA website, is reasonably acceptable to the
Master Servicer or the Special Servicer, as applicable.

            "CMSA Loan Periodic Update File": The monthly report in the "CMSA
Loan Periodic Update File" format substantially in the form of and containing
the information called for therein for the Mortgage Loans, a form of which is
attached hereto as Exhibit U, or such other form for the presentation of such
information as may be recommended by the CMSA for commercial mortgage securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "CMSA Loan
Periodic Update File" available as of the Closing Date on the CMSA website, is
reasonably acceptable to the Trustee, Master Servicer and the Special Servicer.

            "CMSA Loan Setup File": The report in the "CMSA Loan Setup File"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, a form of which is attached hereto as Exhibit Z,
or such other form for the presentation of such information as may be
recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Loan Setup File" available
as of the Closing Date on the CMSA website, is reasonably acceptable to the
Trustee, Master Servicer and the Special Servicer.

            "CMSA Property File": The monthly report in the "CMSA Property File"
format substantially in the form of and containing the information called for
therein for each Mortgaged Property, a form of which is attached hereto as
Exhibit K, or such other form for the presentation of such information as may be
recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Property File" available as
of the Closing Date on the CMSA website, is reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable.

            "Code": The Internal Revenue Code of 1986, as amended, and
applicable temporary or final regulations of the U.S. Department of the Treasury
promulgated thereunder.

            "Co-Lender Agreement": With respect to each Loan Pair, the Co-Lender
and Servicing Agreement, dated as of June 10, 2001, between the Trustee, as lead
lender, and First Union National Bank, as co-lender, regarding the
administration of such Loan Pair and the allocation of all amounts received by
the holders of the notes constituting any portion thereof.

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

            "Companion Distribution Account": With respect to the Companion
Loans, the separate account created and maintained by the Companion Paying Agent
pursuant to Section 3.04(b) and held on behalf of the Companion Holder, which
shall be entitled "Wells Fargo Bank Minnesota, N.A., as Companion Paying Agent
for the Companion Holder of the Companion Loans." The Companion Distribution
Accounts shall not be assets of the Trust Fund, but instead each Companion
Distribution Account shall be held by the Companion Paying Agent on behalf of
the applicable Companion Holder. Any such account shall be an Eligible Account.

            "Companion Holder": With respect to any Companion Loan, the owner of
the Mortgage Note representing such Companion Loan. As of the Closing Date, the
Companion Holder of each Companion Loan is First Union.

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

            "Companion Paying Agent": The paying agent appointed pursuant to
Section 8.19.

            "Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 8.20.

            "Comparative Financial Status Report": A report substantially
containing the content described in Exhibit L attached hereto, setting forth,
among other things, the occupancy, revenue, net operating income and Debt
Service Coverage Ratio for each Mortgage Loan or the related Mortgaged Property,
calculated as of the last day of the calendar month immediately preceding the
preparation of such report, for (i) each of the three immediately preceding
monthly periods (to the extent such information is available), (ii) the most
current available year-to-date, (iii) the previous two full fiscal years stated
separately, and (iv) the "base year" (representing the original analysis of
information used as of the Cut-off Date). For the purposes of the Master
Servicer's production of any such report that is required to state information
for any period prior to the Cut-off Date, the Master Servicer may conclusively
rely (without independent verification), absent manifest error, on information
provided to it by the related Mortgage Loan Seller.

            "Component": Each of Component IO-A-1, Component IO-A-2, Component
IO-B, Component IO-C, Component IO-D, Component IO-E, Component IO-F, Component
IO-G, Component IO-H, Component IO-J, Component IO-K, Component IO-L, Component
IO-M, Component IO-N, Component IO-O, Component IO-P and Component IO-Q. Such
Components are collectively evidenced by the Class IO Certificates.

            "Component IO-A-1": One of seventeen components of the Class IO
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 IO-A-2": One of seventeen components of the Class IO
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-2 as of any date of
determination.

            "Component IO-B": One of seventeen components of the Class IO
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 IO-C": One of seventeen components of the Class IO
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 IO-D": One of seventeen components of the Class IO
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 IO-E": One of seventeen components of the Class IO
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 IO-F": One of seventeen components of the Class IO
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 IO-G": One of seventeen components of the Class IO
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 IO-H": One of seventeen components of the Class IO
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 IO-J": One of seventeen components of the Class IO
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 IO-K": One of seventeen components of the Class IO
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 IO-L": One of seventeen components of the Class IO
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 IO-M": One of seventeen components of the Class IO
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 IO-N": One of seventeen components of the Class IO
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 IO-O": One of seventeen components of the Class IO
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 IO-P": One of seventeen components of the Class IO
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 IO-Q": One of seventeen components of the Class IO
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.

            "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.

            "Controlling Class": As of any date of determination, the Class of
Sequential Pay Certificates, (a) which bears the latest alphabetical Class
designation and (b) the Class Principal Balance of which is (i) greater than 25%
of the Original Class Principal Balance thereof and (ii) equal to or greater
than 1.0% of the sum of the Original Class Principal Balances of all the
Sequential Pay Certificates; provided, however, that if no Class of Sequential
Pay Certificates satisfies clause (b) above, the Controlling Class shall be the
outstanding Class of Certificates (other than the Residual Certificates or the
Class IO Certificates) bearing the latest alphabetical Class designation. With
respect to determining the Controlling Class, the Class A-1 and Class A-2
Certificates shall be deemed a single Class of Certificates.

            "Controlling Class Representative": As defined in Section 3.25.

            "Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at (i) with respect to maintenance of the
Certificate Register and the transfer and exchange of Certificates, the office
of the Trustee located at Wells Fargo Center, Sixth and Marquette, MAC #
N9303-121, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust
Services (CMBS) - First Union National Bank Commercial Mortgage Trust, Series
2001-C2, and (ii) for all other purposes, 11000 Broken Land Parkway, Columbia,
Maryland 21044-3562, Attn: Corporate Trust Services (CMBS) -- First Union
National Bank Commercial Mortgage Trust, Series 2001-C2.

            "Corrected Mortgage Loan": Any Mortgage Loan and, if applicable, any
Companion Loan, that had been a Specially Serviced Mortgage Loan but has ceased
to be a Specially Serviced Mortgage Loan in accordance with the definition of
"Specially Serviced Mortgage Loan".

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

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

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

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

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

            "Credit Lease Loan Report": As defined in Section 3.19(d).

            "Credit Lease Termination Condition": As defined in Section 3.26.

            "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, a Mortgage Loan Seller or an Affiliate of the
Depositor or a Mortgage Loan Seller. If no such custodian has been appointed or
if such custodian has been so appointed, but the Trustee shall have terminated
such appointment, then the Trustee shall be the Custodian.

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

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

            "Debt Service Coverage Ratio": With respect to any Mortgage Loan, as
of any date of determination, the ratio of (x) the annualized Net Operating
Income (before payment of any debt service on such Mortgage Loan) generated by
the related Mortgaged Property during the most recently ended period of not less
than six months and not more than twelve months for which financial statements,
if available (whether or not audited) have been received by or on behalf of the
related Mortgage Loan Seller (prior to the Closing Date) or the Master Servicer
or the Special Servicer (following the Closing Date), to (y) twelve times the
amount of the Periodic Payment in effect for such Mortgage Loan as of such date
of determination.

            "Defaulted Loan Purchaser": As defined in Section 3.18(b).

            "Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent
sixty days or more in respect to a Periodic Payment (not including the Balloon
Payment) or is delinquent thirty days or more in respect of its Balloon Payment,
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 (ii) as to which the Master Servicer or the Special Servicer has, by
written notice to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced by the related Mortgage Note.

            "Defeasance Collateral": With respect to any Defeasance Loan, the
United States government obligations required or permitted to be pledged in lieu
of prepayment pursuant to the terms thereof.

            "Defeasance Loan": Any Mortgage Loan identified as a Defeasance Loan
on the Mortgage Loan Schedule which permits or requires the related Mortgagor
(or permits the holder of such Mortgage Loan to require the related Mortgagor)
to pledge Defeasance Collateral to such holder in lieu of prepayment.

            "Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the Bankruptcy Code.

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

            "Delinquent Loan Status Report": A report substantially containing
the content described in Exhibit O attached hereto, setting forth, among other
things, those Mortgage Loans which, as of the close of business on the
Determination Date immediately preceding the preparation of such report, were
delinquent 30-59 days, delinquent 60-89 days, delinquent 90 days or more,
current but constituted Specially Serviced Mortgage Loans, or were in
foreclosure but were not REO Property and the status of resolution.

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

            "Depository": The Depository Trust Company, or any successor
Depository hereafter named as contemplated by Section 5.03(c). 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 Securities Exchange Act of
1934, as amended.

            "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.

            "Determination Date": With respect to any Distribution Date, the 8th
day of the month in which such Distribution Date occurs, or if such 8th day is
not a Business Day, the Business Day immediately succeeding.

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, the management of such REO
Property, the holding of such REO Property primarily for sale or lease or the
performance of any construction work thereon, in each case other than through an
Independent Contractor; provided, however, that the Trustee (or the Special
Servicer or any Sub-Servicer on behalf of the Trustee) shall not be considered
to Directly Operate an REO Property solely because the Trustee (or the Special
Servicer or any Sub-Servicer on behalf of the Trustee) establishes rental terms,
chooses tenants, enters into or renews leases, deals with taxes and insurance,
or makes decisions as to repairs or capital expenditures with respect to such
REO Property.

            "Discount Rate": With respect to any prepaid Mortgage Loan or REO
Loan for purposes of allocating any Yield Maintenance Charge received thereon or
with respect thereto among the respective Classes of the Sequential Pay
Certificates (other than any Excluded Class thereof), an amount equal to the
discount rate stated in the Mortgage Loan documents related to such Mortgage
Loan or REO Loan used in calculating the related Prepayment Premium or Yield
Maintenance Charge; provided, that if a discount rate is not stated thereon, the
"Discount Rate" will be an amount equal to the yield (when compounded monthly)
on the U.S. Treasury issue with a maturity date closest to the maturity date for
such prepaid Mortgage Loan or REO Loan. In the event there are two or more such
U.S. Treasury issues (a) with the same coupon, the issue with the lowest yield
shall apply, and (b) with maturity dates equally close to the maturity date for
the prepaid Mortgage Loan or REO Loan, the issue with the earliest maturity date
shall apply.

            "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 FHLMC, 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 Trustee or the Certificate Registrar 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.

            "Distributable Certificate Interest": With respect to any Class of
Regular Certificates for any Distribution Date, the Accrued Certificate Interest
in respect of such Class of Certificates for such Distribution Date, reduced
(other than with respect to the Class IO Certificates)(to not less than zero) by
(i) the product of (a) any Net Aggregate Prepayment Interest Shortfall for such
Distribution Date, multiplied by (b) a fraction, expressed as a decimal, the
numerator of which is the Accrued Certificate Interest in respect of such Class
of Certificates for such Distribution Date, and the denominator of which is the
aggregate Accrued Certificate Interest in respect of all the Classes of Regular
Certificates for such Distribution Date, and (ii) with respect to each such
Class (other than the Class IO Certificates), such Class' share of any
Certificate Deferred Interest allocated to such Class in accordance with Section
4.04(d). With respect to the Class V Certificates for any Distribution Date, the
Accrued Certificate Interest in respect of such Class of Certificates for such
Distribution Date, reduced (to not less than zero) by (I) the amount, if any, by
which (y) the product of (i) a fraction, the numerator of which is equal to the
Rite Aid Subordinate Balance and the denominator of which is equal to the sum of
the Rite Aid Senior Balance and the Rite Aid Subordinate Balance, and (ii) any
Prepayment Interest Shortfall incurred in connection with the receipt of
voluntary Principal Prepayments on the Rite Aid Mortgage Loan during the related
Collection Period, exceeds (z) the sum of (i) the amount deposited by the Master
Servicer in the Certificate Account for such Distribution Date pursuant to
Section 3.19(a) in connection with such Prepayment Interest Shortfall on the
Rite Aid Mortgage Loan and (ii) the amount described in clause (II)(y) of the
definition of Net Aggregate Prepayment Interest Shortfall, and (II) with respect
to such Class, such Class' share of any Certificate Deferred Interest allocated
to such Class in accordance with Section 4.04(d).

            "Distributable Rite Aid Senior Component Interest": For any
Distribution Date, the Accrued Rite Aid Senior Component Interest for such
Distribution Date, reduced by (i) the amount described in clause (II) of the
definition of Net Aggregate Prepayment Interest Shortfall for such Distribution
Date, and (ii) the amount of any Certificate Deferred Interest allocated to any
Class of Sequential Pay Certificates in accordance with Section 4.04(d).

            "Distribution Account": The segregated account or accounts created
and maintained by the Paying Agent on behalf of the Trustee pursuant to Section
3.04(b) which shall be entitled "Wells Fargo Bank Minnesota, N.A., as Trustee,
in trust for the registered holders of First Union National Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C2."

            "Distribution Date": The 12th day of any month, or if such 12th day
is not a Business Day, the Business Day immediately succeeding, commencing on
July 13, 2001; provided, however, that the Distribution Date will be no earlier
than the fourth Business Day following the Determination Date in the month in
which such Distribution Date occurs.

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

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

            "Due Date": With respect to (i) any Mortgage Loan on or prior to its
Stated Maturity Date or any Companion Loan on or prior to its maturity date, the
day of the month set forth in the related Mortgage Note on which each Periodic
Payment on such Mortgage Loan or Companion Loan is scheduled to be first due;
(ii) any Mortgage Loan after its Stated Maturity Date or any Companion Loan
after its maturity date, the day of the month set forth in the related Mortgage
Note on which each Periodic Payment on such Mortgage Loan or Companion 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 Periodic 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, and with respect to
deposits held for 30 days or more in such account the (a) long-term deposit or
unsecured debt obligations of which are rated at least (A) "Aa3" by Moody's,
provided that the short-term obligations of which are rated at least "P-1" and
(B) "AA-" by S&P (or "A-" provided the short-term unsecured debt obligations are
rated at least "A-1" by S&P) (or, with respect to any such Rating Agency, such
lower rating as will not result in qualification, downgrading or withdrawal of
the ratings then assigned to the Certificates, as evidenced in writing by the
applicable Rating Agency), at any time such funds are on deposit therein, or
with respect to deposits held for less than 30 days in such account the (b)
short-term deposits of which are rated at least "P-1" by Moody's and "A-1" by
S&P (or, with respect to any such Rating Agency, such lower rating as will not
result in qualification, downgrading or withdrawal of the ratings then assigned
to the Certificates) as evidenced in writing by the applicable Rating Agency at
any time such funds are on deposit therein, or (ii) a segregated trust account
or accounts maintained with a federal or state chartered depository institution
or trust company acting in its fiduciary capacity, which, in the case of a state
chartered depository institution or trust company, is subject to regulations
regarding fiduciary funds on deposit therein substantially similar to 12 CFR ss.
9.10(b), having in either case a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority, or the use of such account would not, in and of itself, cause a
qualification, downgrading or withdrawal of the then-current rating assigned to
any Class of Certificates, as confirmed in writing by each Rating Agency.

            "Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily Guide or any
successor provisions covering the same subject matter in the case of a Specially
Serviced Mortgage Loan as to which the related Mortgaged Property is multifamily
property or (ii) the American Society for Testing and Materials in the case of
Specially Serviced Mortgage Loan as to which the related Mortgaged Property is
not multifamily 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, ground rents (if
applicable) and other similar items in respect of the related Mortgaged
Property.

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

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

            "Excluded Class": Any Class of Sequential Pay Certificates other
than 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.

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

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

            "Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted Mortgage Loan (and, if applicable, any
defaulted Companion Loan) or REO Property (other than a Mortgage Loan or REO
Property, as the case may be, that was purchased by any of the Mortgage Loan
Sellers, pursuant to the First Union Mortgage Loan Purchase Agreement or the
Merrill Lynch Mortgage Loan Purchase Agreement, as applicable, by a Class V
Certificateholder pursuant to Section 3.18(j), by the Majority Subordinate
Certificateholder, the Master Servicer, the Companion Holder, any of the
Mortgage Loan Sellers or the Special Servicer pursuant to Section 3.18(b) or by
the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder pursuant to Section 9.01) that there has been a recovery of
all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries
that the Special Servicer has determined, in accordance with the Servicing
Standard, will be ultimately recoverable.

            "First Union": First Union National Bank or its successor in
interest.

            "First Union Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of June 10, 2001, between the
Depositor and First Union and relating to the transfer of the Mortgage Loans to
the Depositor.

            "First Union Mortgage Loans": Each of the Mortgage Loans transferred
and assigned to the Depositor pursuant to the First Union Mortgage Loan Purchase
Agreement.

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

            "Foreclosure": As defined in Section 3.18(b).

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

            "Grantor Trust Assets": The segregated pool of assets consisting of
any Additional Interest with respect to the ARD Loans after their respective
Anticipated Repayment Dates and amounts held from time to time in the Additional
Interest Account that represent Additional Interest.

            "Grantor Trust Provisions": Subpart E of Subchapter J of the Code.

            "Ground Lease": With respect to any Mortgage Loan for which the
Mortgagor has a leasehold interest in the related Mortgaged Property or space
lease within such Mortgaged Property, the lease agreement creating such
leasehold interest.

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

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations now existing or hereafter enacted, and specifically
including, without limitation, asbestos and asbestos-containing materials,
polychlorinated biphenyls ("PCBs"), radon gas, petroleum and petroleum products
and urea formaldehyde.

            "Historical Liquidation Report": A report substantially containing
the information described in Exhibit Q attached hereto, setting forth, among
other things, as of the close of business on the Determination Date immediately
preceding the preparation of such report, (i) the aggregate amount of
Liquidation Proceeds and expenses relating to each Final Recovery Determination
made, both during the related Collection Period and historically, and (ii) the
amount of Realized Losses occurring during the related Collection Period, set
forth on a Mortgage Loan-by-Mortgage Loan basis.

            "Historical Loan Modification Report": A report substantially
containing the information described in Exhibit P attached hereto, setting
forth, among other things, those Mortgage Loans which, as of the close of
business on the Determination Date immediately preceding the preparation of such
report, have been modified pursuant to this Agreement (i) during the related
Collection Period and (ii) since the Cut-off Date, showing the original and the
revised terms thereof.

            "Holder": A Certificateholder.

            "HUD-Approved Servicer": A servicer approved by the Secretary of
Housing and Urban Development pursuant to Section 207 of the National Housing
Act.

            "Impound Reserve": As defined in Section 3.16(c) hereof.

            "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 Controlling Class Representative, the Rite
Aid Representative, the Trustee 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
Controlling Class Representative, the Rite Aid Representative, the Trustee or
any Affiliate thereof, and (iii) is not connected with the Depositor, the Master
Servicer, the Controlling Class Representative, the Rite Aid Representative, the
Special Servicer, the Trustee or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar
functions; provided, however, that a Person shall not fail to be Independent of
the Depositor, the Master Servicer, the Controlling Class Representative, the
Rite Aid Representative, the Special Servicer, the Trustee 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 Controlling Class Representative, the Rite Aid Representative, the
Trustee or any Affiliate thereof, as the case may be.

            "Independent Appraiser": An Independent professional real estate
appraiser who is a member in good standing of the Appraisal Institute, and, if
the State in which the subject Mortgaged Property is located certifies or
licenses appraisers, certified or licensed in such State, and in each such case,
who has a minimum of five years experience in the subject property type and
market.

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

            "Insurance Policy": With respect to any Mortgage Loan, any hazard
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.

            "Insurance Proceeds": Proceeds paid under any Insurance Policy, to
the extent such proceeds are not applied to the restoration of the related
Mortgaged Property, released to the Mortgagor, or any tenants or ground lessors,
as the case may be, pursuant to the terms of the related Mortgage or lease, in
accordance with the Servicing Standard.

            "Insured Balloon Loan": Each Balloon Mortgage Loan that is insured
by an RVI Policy and identified as an Insured Balloon Loan on the Mortgage Loan
Schedule.

            "Insured Environmental Event": As defined in Section 3.08(c).

            "Insured Event": With respect to a Lease Enhancement Policy or an
RVI Policy, any occurrence, condition or event that gives rise or with the
passage of time will give rise to a claim under the Lease Enhancement Policy or
RVI Policy.

            "Interest Accrual Period": With respect to each Class of Regular
Certificates, REMIC I Regular Interests or Loan REMIC Regular Interests and any
Distribution Date, the calendar month immediately preceding the calendar month
in which such Distribution Date occurs. Notwithstanding the foregoing, each
Interest Accrual Period is deemed to consist of 30 days for purposes of
calculating interest on the Regular Certificates and REMIC I Regular Interests.

            "Interest Reserve Account": The segregated account created and
maintained by the Master Servicer pursuant to Section 3.04(c) on behalf of the
Trustee in trust for Certificateholders, which shall be entitled "First Union
National Bank, as Master Servicer for Wells Fargo Bank Minnesota, N.A., as
Trustee, on behalf of and in trust for the registered holders of First Union
National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2001-C2".

            "Interest Reserve Amount": With respect to each Interest Reserve
Loan and each Distribution Date that occurs in February of each year and in
January of each year that is not a leap year, an amount equal to one day's
interest at the related Mortgage Rate on the related Stated Principal Balance as
of the Due Date in the month in which such Distribution Date occurs (but prior
to the application of any amounts owed on such Due Date), to the extent a
Periodic Payment or P&I Advance is made in respect thereof for such Due Date as
of the related P&I Advance Date.

            "Interest Reserve Loan": Each Mortgage Loan that is an Actual/360
Mortgage Loan.

            "Interested Person": The Depositor, the Mortgage Loan Sellers, the
Master Servicer, the Special Servicer, any Independent Contractor hired by the
Special Servicer, any Holder of a Certificate, or any Affiliate of any such
Person.

            "Interim Delinquent Loan Status Report": A report substantially
containing the content described in Exhibit T attached hereto, setting forth
those Mortgage Loans which, as of the last day of the calendar month immediately
preceding the preparation of such report, were delinquent.

            "Internet Website": The Internet Websites maintained by the Trustee
and, if applicable, the Master Servicer initially located at
"www.ctslink.com/cmbs" and "www.firstunion.com", respectively, or such other
address as provided to the parties hereto from time to time.

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

            "Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and Treasury regulations promulgated
thereunder.

            "Late Collections": With respect to any Mortgage Loan or Companion
Loan, all amounts received thereon during any Collection Period, other than
Penalty Interest, whether as payments, Insurance Proceeds, Liquidation Proceeds
or otherwise, which represent late collections of the principal and/or interest
portions of a Scheduled Payment (other than a Balloon Payment) or an Assumed
Scheduled Payment in respect of such Mortgage Loan or Companion Loan due or
deemed due on a Due Date in a previous Collection Period , and not previously
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 Scheduled Payment
(other than a Balloon Payment) or an Assumed Scheduled Payment in respect of the
predecessor Mortgage Loan or of an Assumed Scheduled Payment in respect of such
REO Loan due or deemed due on a Due Date in a previous Collection Period and not
previously recovered.

            "Lease Enhancement Policy": With respect to a Credit Lease Loan, any
non-cancelable credit lease enhancement insurance policy that insures against
certain losses arising out of casualty and/or condemnation of the related
Mortgaged Property.

            "Lease Enhancement Policy Insurer": With respect to any Lease
Enhancement Policy, Financial Structures Limited and reinsured by Royal
Indemnity Co., together with any assignee, successor or subsequent insurer
thereunder.

            "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 pursuant to the First Union
Mortgage Loan Purchase Agreement or the Merrill Lynch Mortgage Loan Purchase
Agreement, as applicable; or (iv) such Mortgage Loan is purchased by a Class V
Certificateholder pursuant to Section 3.18(j), by the Majority Subordinate
Certificateholder, the Master Servicer, the Companion Holder, any of the
Mortgage Loan Sellers or the Special Servicer pursuant to Section 3.18(b), or by
the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder pursuant to Section 9.01. With respect to any REO Property
(and the related REO Loan), any of the following events: (i) a Final Recovery
Determination is made with respect to such REO Property; or (ii) such REO
Property is purchased by the Master Servicer, the Special Servicer or the
Majority Subordinate Certificateholder pursuant to Section 9.01; or (iii) such
REO Property is purchased by the Companion Holder as described in Section
3.18(b).

            "Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by the Master Servicer or the Special
Servicer in connection with: (i) the taking of all or a part of a Mortgaged
Property or REO Property by exercise of the power of eminent domain or
condemnation, subject, however, to the rights of any tenants and ground lessors,
as the case may be, and the rights of the Mortgagor under the terms of the
related Mortgage; (ii) the liquidation of a Mortgaged Property or other
collateral constituting security for a Defaulted Mortgage Loan, through
trustee's sale, foreclosure sale, REO Disposition or otherwise, exclusive of any
portion thereof required to be released to the related Mortgagor in accordance
with applicable law and the terms and conditions of the related Mortgage Note
and Mortgage; (iii) the realization upon any deficiency judgment obtained
against a Mortgagor; (iv) the purchase of a Defaulted Mortgage Loan by the
Majority Subordinate Certificateholder, the Master Servicer, the Companion
Holder, any of the Mortgage Loan Sellers or the Special Servicer pursuant to
Section 3.18(b) or any other sale thereof pursuant to Section 3.18(b); (v) the
repurchase of a Mortgage Loan by a Mortgage Loan Seller, pursuant to the First
Union Mortgage Loan Purchase Agreement or the Merrill Lynch Mortgage Loan
Purchase Agreement, as applicable; (vi) the purchase of a Mortgage Loan or REO
Property by the Master Servicer, the Special Servicer, or the Majority
Subordinate Certificateholder pursuant to Section 9.01; or (vii) the purchase of
the Rite Aid Mortgage Loan pursuant to Section 3.18(j).

            "Loan Pair": Collectively, a Companion Loan and the related AB
Mortgage Loan.

            "Loan REMIC": The segregated pool of assets subject hereto
constituting a portion of the primary trust created hereby and to be
administered hereunder with respect to which a separate REMIC election is to be
made and consisting of: (i) the Rite Aid Mortgage Loan as from time to time
subject to this Agreement and all payments under and proceeds of such Mortgage
Loan received after the Closing Date, together with all documents included in
the related Mortgage Files and any related Escrow Payments and Reserve Funds;
(ii) any REO Property acquired in respect of the Rite Aid Mortgage Loan; (iii)
the rights of the Depositor under Section 2, 3, 9, 10, 11, 12, 13, 14, 16, 17
and 18 of the First Union Mortgage Loan Purchase Agreement with respect to the
Rite Aid Mortgage Loan; and (iv) the rights of the mortgagee under all Insurance
Policies with respect to the Rite Aid Mortgage Loan.

            "Loan REMIC Principal Balance": The principal amount of the Loan
REMIC Senior Regular Interest and the Loan REMIC Subordinate Regular Interest
outstanding as of any date of determination. As of the Closing Date, the Loan
REMIC Principal Balance of the Loan REMIC Senior Regular Interest shall equal
the Rite Aid Senior Balance as of the Closing Date, and the Loan REMIC Principal
Balance of the Loan REMIC Subordinate Regular Interest shall equal the Rite Aid
Subordinate Balance as of the Closing Date.

            "Loan REMIC Regular Interest": The Loan REMIC Senior Regular
Interest or the Loan REMIC Subordinate Regular Interest.

            "Loan REMIC Remittance Rate": With respect to any Distribution Date,
the Rite Aid Mortgage Loan Remittance Rate for such Distribution Date.

            "Loan REMIC Residual Interest": The sole class of "residual
interests" in the Loan REMIC for purposes of the REMIC Provisions and evidenced
by the Class R-I Certificates.

            "Loan REMIC Senior Regular Interest": The separate non-certificated
beneficial ownership interest in the Loan REMIC issued hereunder and designated
as a "regular interest" in the Loan REMIC, as described in the Preliminary
Statement hereto.

            "Loan REMIC Subordinate Regular Interest": The separate beneficial
ownership interest in the Loan REMIC issued hereunder and designated as a
"regular interest" in the Loan REMIC, as described in the Preliminary Statement
hereto and evidenced by the Class V Certificates.

            "Loan-to-Value Ratio": With respect to any Mortgage Loan, as of any
date of determination, a fraction, expressed as a percentage, the numerator of
which is the then current principal amount of such Mortgage Loan, and the
denominator of which is the Appraised Value of the related Mortgaged Property.

            "Lockout Period": With respect to any Mortgage Note that prohibits
the Mortgagor from prepaying such Mortgage Loan until a date specified in such
Mortgage Note, the period from the Closing Date until such specified date.

            "Majority Mortgage Loans": All of the Mortgage Loans other than the
Rite Aid Mortgage Loan.

            "Majority Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates (other than any Holder which is
an Affiliate of the Depositor or a Mortgage Loan Seller) entitled to greater
than 50% of the Voting Rights allocated to the Controlling Class; provided,
however, that if there is no single Holder of Certificates entitled to greater
than 50% of the Voting Rights allocated to such Class, then the Majority
Subordinate Certificateholder shall be the single Holder of Certificates with
the largest percentage of Voting Rights allocated to such Class. With respect to
determining the Majority Subordinate Certificateholder, the Class A-1
Certificates and the Class A-2 Certificates shall be deemed to be a single Class
of Certificates, with such Voting Rights allocated among the Holders of
Certificates of such Classes in proportion to the respective Certificate
Principal Balances of such Certificates as of such date of determination.

            "Master Servicer": First Union National Bank, its successor in
interest (including the Trustee as successor pursuant to Section 7.02), or any
successor master servicer appointed as herein provided.

            "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).

            "Master Servicing Fee Rate": With respect to each Mortgage Loan the
percentage set forth under the column "Master Servicing Fee Rate" on the
Mortgage Loan Schedule.

            "Merrill Lynch Mortgage Loans": Each of the Mortgage Loans
transferred and assigned to the Depositor pursuant to the Merrill Lynch Mortgage
Loan Purchase Agreement.

            "Merrill Lynch Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of June 10, 2001, among the
Depositor, MLMCI and MLMLI.

            "MLMCI": Merrill Lynch Mortgage Capital Inc. or its successor in
interest.

            "MLMLI":  Merrill Lynch  Mortgage  Lending,  Inc. or its successor
in interest.

            "Money Term": With respect to any Mortgage Loan, the maturity date,
Mortgage Rate, Stated Principal Balance, amortization term or payment frequency
thereof or any provision thereof requiring the payment of a Prepayment Premium
or Yield Maintenance Charge in connection with a Principal Prepayment (but not
any late fees or default interest provisions).

            "Moody's": Moody's Investors Service, Inc. or its successor in
interest. If 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 in writing to the Trustee,
the Master Servicer and the Special Servicer, and specific ratings of Moody's
herein referenced shall be deemed to refer to the equivalent ratings of the
party so designated.

            "Mortgage": With respect to any Mortgage Loan, the mortgage, deed of
trust, deed to secure debt or similar instrument that secures the Mortgage Note
and creates a lien on the fee or leasehold interest in the related Mortgaged
Property.

            "Mortgage Deferred Interest": With respect to any Mortgage Loan as
to which the Mortgage Rate has been reduced through a modification and any
Distribution Date, the amount by which (a) interest accrued at such reduced rate
is less than (b) the amount of interest that would have accrued on such Mortgage
Loan at the Mortgage Rate before such reduction, to the extent such amount has
been added to the outstanding principal balance of such Mortgage Loan.

            "Mortgage File": With respect to any Mortgage Loan, collectively the
following documents:

            (i)  the original executed Mortgage Note including any power of
      attorney related to the execution thereof (or a lost note affidavit and
      indemnity with a copy of such Mortgage Note attached thereto), together
      with any and all intervening endorsements thereon, endorsed on its face or
      by allonge attached thereto (without recourse, representation or warranty,
      express or implied) to the order of Wells Fargo Bank Minnesota, N.A., as
      trustee for the registered holders of First Union National Bank
      Commercial  Mortgage  Trust,  Commercial  Mortgage
      Pass-Through Certificates, Series 2001-C2 or in blank;

            (ii) an original or copy of the Mortgage, together with any and all
      intervening assignments thereof, in each case with evidence of recording
      indicated thereon or certified by the applicable recording office;

            (iii) an original or copy of any related Assignment of Leases (if
      such item is a document separate from the Mortgage), together with any and
      all intervening assignments thereof, in each case with evidence of
      recording indicated thereon or certified by the applicable recording
      office;

            (iv) an original executed assignment, in recordable form, of (a) the
      Mortgage, (b) any related Assignment of Leases (if such item is a document
      separate from the Mortgage) and (c) any other recorded document relating
      to the Mortgage Loan otherwise included in the Mortgage File, in favor of
      Wells Fargo Bank Minnesota, N.A., as trustee for the registered holders of
      First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
      Pass-Through Certificates, Series 2001-C2, or in blank;

            (v) an original assignment of all unrecorded documents relating to
      the Mortgage Loan, in favor of Wells Fargo Bank Minnesota, N.A., as
      trustee for the registered holders of First Union National Bank Commercial
      Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
      2001-C2, or in blank;

            (vi) originals or copies of any consolidation, assumption,
      substitution and modification agreements in those instances where the
      terms or provisions of the Mortgage or Mortgage Note have been
      consolidated or modified or the Mortgage Loan has been assumed;

            (vii) the original or a copy of the policy or certificate of
      lender's title insurance or, if such policy has not been issued or
      located, an original or copy of an irrevocable, binding commitment (which
      may be a marked version of the policy that has been executed by an
      authorized representative of the title company) to issue such title
      insurance policy;

            (viii) any filed copies (bearing evidence of filing) or other
      evidence of filing satisfactory to the Trustee of any prior UCC Financing
      Statements in favor of the originator of such Mortgage Loan or in favor of
      any assignee prior to the Trustee (but only to the extent the Mortgage
      Loan Seller had possession of such UCC Financing Statements prior to the
      Closing Date) and, if there is an effective UCC Financing Statement and
      continuation statements in favor of the Mortgage Loan Seller on record
      with the applicable public office for UCC Financing Statements, an
      original UCC-2 or UCC-3 assignment, as appropriate, in form suitable for
      filing, as appropriate, in favor of Wells Fargo Bank Minnesota, N.A., as
      trustee for the registered holders of First Union National Bank Commercial
      Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
      2001-C2, or in blank;

            (ix) an original or copy of any Ground Lease, any Credit Lease and
      any Lease Enhancement Policy, RVI Policy, Guaranty or ground lessor
      estoppel;

            (x) any intercreditor agreement relating to permitted debt of the
      Mortgagor;

            (xi) copies of any loan agreement, escrow agreement, security
      agreement or letter of credit relating to a Mortgage Loan; and

            (xii) with respect to any Companion Loan, all of the above documents
      with respect to such Companion Loan and the related Co-Lender Agreement;
      provided that a copy of each mortgage note relating to such Companion
      Loan, rather than the original, shall be provided, and no assignments
      shall be provided;

provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf, such term
shall not be deemed to include such documents required to be included therein
unless they are actually so received, and with respect to any receipt or
certification by the Trustee or the Custodian for documents described in clauses
(vi) and (ix) (solely with respect to any Guaranty) of this definition, shall be
deemed to include only such documents to the extent the Trustee or Custodian has
actual knowledge of their existence.

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trust Fund pursuant to Section 2.01 and listed on the Mortgage Loan
Schedule and from time to time held in the Trust Fund. As used herein, the term
"Mortgage Loan" includes the related Mortgage Note, Mortgage, any Lease
Enhancement Policy, any RVI Policy, and other security documents contained in
the related Mortgage File. As used in this Agreement, the term "Mortgage Loan"
does not include any Companion Loan.

            "Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the Loan REMIC and REMIC I, attached
hereto as Exhibit B and in a computer readable format. Such list shall set forth
the following information with respect to each Mortgage Loan:

                (i)     the Mortgage Loan number;

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

                (iii)   the Cut-off Date Balance;

                (iv)    the amount of the Periodic Payment due on the first Due
                        Date following the Closing Date;

                (v)     the original Mortgage Rate;

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

                (vii)   in the case of a Balloon Mortgage Loan, the remaining
                        amortization term;

                (viii)  the original and remaining amortization term;

                (ix)    whether the Mortgage Loan is secured by a Ground Lease;

                (x)     the Master Servicing Fee Rate;

                (xi)    whether such Mortgage Loan is an ARD Loan and if so the
                        Anticipated Repayment Date and Additional Interest Rate
                        for such ARD Loan;

                (xii)   the related Mortgage Loan Seller;

                (xiii)  whether the Mortgage Loan is a Credit Lease Loan and if
                        so, the related Tenant or guarantor of such Credit Lease
                        Loan;

                (xiv)   whether such Mortgage Loan is insured by a Lease
                        Enhancement Policy, RVI Policy or environmental policy;

                (xv)    whether such Mortgage Loan is cross-defaulted or
                        cross-collateralized with any other Mortgage Loan;

                (xvi)   whether such Mortgage Loan is a Defeasance Loan;

                (xvii)  whether the Mortgage Loan is secured by a letter of
                        credit;

                (xviii) whether such Mortgage Loan is an Interest Reserve Loan;

                (xix)   whether payments on such Mortgage Loan are made to a
                        lock-box; and

                (xx)    the amount of any Reserve Funds escrowed in respect of
                        each Mortgage Loan.

            "Mortgage Loan Seller": First Union, MLMCI, MLMLI or their
respective successors in interest.

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

            "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 fixed annualized rate, not including any
Additional Interest 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 related Mortgage Note 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, but
giving effect to any modification thereof as contemplated by Section 3.20; and
(iii) any REO Loan, the annualized rate described in clause (i) or (ii), as
applicable, above determined as if the predecessor Mortgage Loan had remained
outstanding, provided, however, that if any Mortgage Loan does not accrue
interest on the basis of a 360-day year consisting of twelve 30-day months,
then, solely for purposes of calculating the Pass-Through Rates, the Mortgage
Rate of such Mortgage Loan for any one-month period preceding a related Due Date
will be the annualized rate at which interest would have to accrue in respect of
such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day
months in order to produce the aggregate amount of interest actually accrued
(exclusive of Penalty Interest or Additional Interest) in respect of such
Mortgage Loan during such one-month period at the related Mortgage Rate;
provided, however, that with respect to each Interest Reserve Loan, the Mortgage
Rate for the one-month period (A) preceding the Due Dates that occur in January
and February in any year which is not a leap year or preceding the Due Date that
occurs in February in any year which is a leap year will be determined exclusive
of the Interest Reserve Amounts for such months, and (B) preceding the Due Date
in March will be determined inclusive of the Interest Reserve Amounts for the
immediately preceding February and, if applicable, January; provided, further,
that, if the Mortgage Rate of the related Mortgage Loan has been modified in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment granted or agreed to by the
Special Servicer pursuant to Section 3.20, solely for purposes of calculating
the Pass-Through Rate, the Mortgage Rate for such Mortgage Loan shall be
calculated without regard to such event.

            "Mortgaged Property": The property subject to the lien of a
Mortgage.

            "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 sum of (I) the amount, if any, by which (a) the aggregate
of all Prepayment Interest Shortfalls incurred in connection with the receipt of
voluntary Principal Prepayments on the Mortgage Loans during the related
Collection Period, exceeds (b) the aggregate amount deposited by the Master
Servicer in the Certificate Account for such Distribution Date pursuant to
Section 3.19(a) in connection with such Prepayment Interest Shortfalls on the
Majority Mortgage Loans, plus (II) the amount, if any, by which (y) the product
of (i) a fraction, the numerator of which is equal to the Rite Aid Senior
Balance and the denominator of which is equal to the sum of the Rite Aid Senior
Balance and the Rite Aid Subordinate Balance, and (ii) any Prepayment Interest
Shortfall incurred in connection with the receipt of voluntary Principal
Prepayments on the Rite Aid Mortgage Loan during the related Collection Period,
exceeds (z) the aggregate amount deposited by the Master Servicer in the
Certificate Account for such Distribution Date pursuant to Section 3.19(a) in
connection with such Prepayment Interest Shortfall on the Rite Aid Mortgage
Loan.

            "Net Investment Earnings": With respect to the Certificate Account,
the Interest Reserve Account, any Servicing Account, any Reserve Account or the
REO Account (if any) 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 account, exceeds the aggregate of all losses, if
any, incurred during such Collection Period in connection with the investment of
such funds in accordance with Section 3.06.

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

            "Net Mortgage Rate": With respect to any Mortgage Loan or any REO
Loan, as of any date of determination, a rate per annum equal to the related
Mortgage Rate minus the sum of the Trustee Fee Rate and the applicable Master
Servicing Fee Rate.

            "Net Operating Income or NOI": As defined in and determined in
accordance with the provisions of Exhibit E attached hereto.

            "Net Present Value": The amount determined with respect to a
Defaulted Mortgage Loan and an Asset Disposition Method by the Special Servicer
in accordance with the Servicing Standard, in consultation with the Controlling
Class Representative (and, if applicable, the Rite Aid Representative), by (i)
determining the cash flow stream expected to be generated by a particular Asset
Disposition Method with respect to such Defaulted Mortgage Loan, (ii)
subtracting the amount of expenses expected to be incurred by the Trust in
pursuing such Asset Disposition Method and (iii) discounting such remainder at a
rate equal to the REMIC I Remittance Rate of such Defaulted Mortgage Loan. In
determining the cash flow stream expected from any Asset Disposition Method, the
Special Servicer and the Controlling Class Representative shall refer to all
relevant information contained in the Appraisal with respect to the related
Mortgaged Property or Properties. In addition, the Special Servicer and
Controlling Class Representative (and, if applicable, the Rite Aid
Representative) shall consider all available objective third-party information
obtained from generally available sources as well as information obtained from
vendors providing real estate services to the Special Servicer concerning the
market for distressed real estate loans and the real estate markets for the
related property types in regions in which the Mortgaged Properties are located.

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

            "NOI Adjustment Worksheet": A report prepared by the Special
Servicer, with respect to each Specially Serviced Mortgage Loan and REO Loan and
by the Master Servicer with respect to each other Mortgage Loan or, if
applicable, Loan Pair, substantially containing the content described in Exhibit
R attached hereto, presenting the computations made in accordance with the
methodology described in Exhibit R to "normalize" the full year net operating
income and debt service coverage numbers used in the other reports required by
this Agreement and in accordance with the most recent CMSA standards, as such
standards may change from time to time.

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

            "Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of any Mortgage Loan or REO Loan by the Master
Servicer or the Trustee, as the case may be, that, as determined by the Master
Servicer or the Trustee, as applicable, in accordance with the Servicing
Standard with respect to such P&I Advance will not be ultimately recoverable
from Late Collections, Insurance Proceeds or Liquidation Proceeds, or any other
recovery on or in respect of such Mortgage Loan, REO Loan or Companion Loan.

            "Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan, REO Loan or Companion
Loan by the Master Servicer, the Special Servicer or the Trustee, as the case
may be, that, as determined by the Master Servicer, the Special Servicer or the
Trustee in accordance with the Servicing Standard, will not be ultimately
recoverable from Late Collections, Insurance Proceeds, Liquidation Proceeds, or
any other recovery on or in respect of such Mortgage Loan, Companion Loan or REO
Property.

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

            "Non-United States Person": Any Person other than a United States
Person.

            "Officers' Certificate": A certificate signed by a Servicing Officer
of the Master Servicer or the Special Servicer, as the case may be, or by a
Responsible Officer of the Trustee.

            "Operating Statement Analysis": With respect to each Mortgage Loan
and REO Mortgaged Property, a report prepared by the Special Servicer with
respect to each Specially Serviced Mortgage Loan and REO Loan and by the Master
Servicer with respect to each other Mortgage Loan or, if applicable, Loan Pair
substantially containing the content described in Exhibit S attached hereto and
conforming to the most recent CMSA standard, as such standards may change from
time to time.

            "Opinion of Counsel": A written opinion of counsel (which counsel
may be a salaried counsel for the Depositor, the Master Servicer or the Special
Servicer) acceptable to and delivered to the Trustee or the Master Servicer, as
the case may be except that any opinion of counsel relating to (a) the
qualification of REMIC I or REMIC II as a REMIC; (b) the qualification of the
Grantor Trust as a grantor trust; (c) compliance with REMIC provisions or (d)
the resignation of the Master Servicer or Special Servicer pursuant to Section
6.04 must be an opinion of counsel who is in fact Independent of the Master
Servicer, the Special Servicer or the Depositor; as applicable.

            "Original Class Principal Balance": With respect to any Class of
Regular Certificates (other than the Class IO Certificates) or the Class V
Certificates, the initial Class Principal Balance thereof as of the Closing
Date, in each case as specified in the Preliminary Statement.

            "Original Notional Amount": The initial Class IO Notional Amount as
of the Closing Date.

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

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

            "Pass-Through Rate": With respect to:

                (i)     the Class A-1 Certificates for any Distribution Date,
                        6.204% per annum;

                (ii)    the Class A-2 Certificates for any Distribution Date,
                        6.663% per annum;

                (iii)   the Class B Certificates for any Distribution Date,
                        6.819% per annum;

                (iv)    the Class C Certificates for any Distribution Date,
                        6.922% per annum;

                (v)     the Class D Certificates for any Distribution Date,
                        6.951% per annum;

                (vi)    the Class E Certificates for any Distribution Date, the
                        lesser of (1) 7.003% per annum and (2) the Weighted
                        Average Net Mortgage Rate for such date;

                (vii)   the Class F Certificates for any Distribution Date, the
                        lesser of (1) 7.123% per annum and (2) the Weighted
                        Average Net Mortgage Rate for such date;

                (viii)  the Class G Certificates for any Distribution Date, the
                        lesser of (1) 7.388% per annum and (2) the Weighted
                        Average Net Mortgage Rate for such date;

                (ix)    the Class H Certificates for any Distribution Date, the
                        lesser of (1) 7.487% per annum and (2) the Weighted
                        Average Net Mortgage Rate for such date;

                (x)     the Class J Certificates for any Distribution Date, the
                        Weighted Average Net Mortgage Rate for such date;

                (xi)    the Class K Certificates for any Distribution Date,
                        6.460% per annum;

                (xii)   the Class L Certificates for any Distribution Date,
                        6.460% per annum;

                (xiii)  the Class M Certificates for any Distribution Date,
                        6.460% per annum;

                (xiv)   the Class N Certificates for any Distribution Date,
                        6.460% per annum;

                (xv)    the Class O Certificates for any Distribution Date,
                        6.460% per annum;

                (xvi)   the Class P Certificates for any Distribution Date,
                        6.460% per annum;

                (xvii)  the Class Q Certificates for any Distribution Date,
                        6.460% per annum;

                (xviii) the Class V Certificates for any Distribution Date,
                        6.83% per annum; and

                (xix)   the Class IO Certificates, for the initial Distribution
                        Date, 0.983524% per annum, and for any subsequent
                        Distribution Date, the weighted average of the Strip
                        Rates for the 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)

            "Paying Agent": The paying agent appointed pursuant to Section 8.13.
If no such paying agent has been appointed or if such paying agent has been so
appointed, but the Trustee shall have terminated such appointment, then the
Trustee shall be the Paying Agent.

            "P&I Advance": As to any Mortgage Loan or REO Loan, any advance made
by the Master Servicer or the Trustee pursuant to Section 4.03(a) and (b).

            "P&I Advance Date": The Business Day immediately preceding each
Distribution Date.

            "Penalty Interest": With respect to any Mortgage Loan or Companion
Loan (or successor REO Loan), any amounts collected thereon, other than late
payment charges, Additional Interest, Prepayment Premiums or Yield Maintenance
Charges, that represent penalty interest (arising out of a default) in excess of
interest on the Stated Principal Balance of such Mortgage Loan or Companion Loan
(or successor REO Loan) accrued at the related Mortgage Rate.

            "Percentage Interest": With respect to any Regular Certificate or
any Class V 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 Original Class Principal Balance or
Original Notional Amount, as the case may be, of the relevant Class. With
respect to a Residual Certificate, Class Z-I Certificate or Class Z-II
Certificate, the percentage interest in distributions to be made with respect to
the relevant Class, as stated on the face of such Certificate.

            "Periodic  Payment":  With respect to any Mortgage Loan or
Companion Loan as of any Due Date, the scheduled payment of principal and/or
interest on such Mortgage Loan or Companion Loan (exclusive of Additional
Interest), including any 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 by reason of a
modification, waiver or amendment granted or agreed to by the Special Servicer
pursuant to Section 3.20).

            "Permitted  Investments":   Any  one  or  more  of  the  following
obligations or securities (including  obligations or securities of the Trustee
if otherwise qualifying hereunder):

            (i)  direct obligations of, or obligations fully guaranteed as to
      timely payment of principal and interest by, the United States or any
      agency or instrumentality thereof (having original maturities of not more
      than 365 days), provided such obligations are backed by the full faith and
      credit of the United States. Such obligations must be limited to those
      instruments that have a predetermined fixed dollar amount of principal due
      at maturity that cannot vary or change or be liquidated prior to maturity.
       Interest may either be fixed or variable. In addition, such
      obligations may not have a rating from S&P with an "r" highlighter. If
      such interest is variable, interest must be tied to a single interest rate
      index plus a single fixed spread (if any), and move proportionately with
      that index;

            (ii) repurchase  obligations  with  respect to any security
      described in clause (i) above (having original maturities of not more than
      365 days),  provided that the  short-term  deposit or debt
      obligations, of the party agreeing to repurchase such obligations are
      rated in the highest rating categories of each of S&P and Moody's or such
      lower rating as will not result in qualification, downgrading or
      withdrawal of the ratings then assigned to the Certificates, as evidenced
      in writing by the Rating Agencies. In addition, it may not have a rating
      from S&P with an "r" highlighter and its terms must have a predetermined
      fixed dollar amount of principal due at maturity that cannot vary or
      change. Interest may either be fixed or variable. If such interest is
      variable, interest must be tied to a single interest rate index  plus a
      single  fixed  spread  (if any),  and move proportionately
      with that index;

            (iii) certificates of deposit, time deposits, demand deposits and
      bankers' acceptances of any bank or trust company organized under the laws
      of the United States or any state thereof (having original maturities of
      not more than 365 days), the short term obligations of which are rated in
      the highest rating categories of each of S&P and Moody's or such lower
      rating as will not result in qualification, downgrading or  withdrawal
      of the ratings then assigned to the Certificates, as evidenced in writing
      by the Rating Agencies. In addition, its terms should have a predetermined
      fixed dollar amount of principal due at maturity that cannot vary or
      change. In addition, it may not have a rating from S&P with an "r"
      highlighter and its terms must have a predetermined fixed dollar amount of
      principal due at maturity that cannot vary or change. Interest may either
      be fixed or variable. If such interest is variable, interest must be tied
      to a single interest rate index plus a single fixed spread (if any), and
      move proportionately with that index;

            (iv) commercial paper (having original maturities of not more than
      365 days) of any corporation incorporated under the laws of the United
      States or any state thereof (or if not so incorporated, the commercial
      paper is United States Dollar denominated and amounts payable thereunder
      are not subject to any withholding imposed by any non-United States
      jurisdiction) which is rated in the highest rating category of each of S&P
      and Moody's or such lower rating as will not result in qualification,
      downgrading or withdrawal of the ratings then assigned to the
      Certificates, as evidenced in writing by the Rating Agencies. The
      commercial paper by its terms must have a predetermined fixed dollar
      amount of principal due at maturity that cannot vary or change. In
      addition, it may not have a rating from S&P with an "r" highlighter and
      its terms must have a predetermined fixed dollar amount of principal due
      at maturity that cannot vary or change. Interest may either by fixed or
      variable. If such interest is variable, interest must be tied to a single
      interest rate index plus a single fixed spread (if any), and move
      proportionately with that index;

            (v)  units of money market funds that maintain a constant asset
      value and which are rated in the highest applicable rating category by
      Moody's and which are rated "AAAm" or "AAAm-G" by S&P (or such lower
      rating as will not result in qualification, downgrading or withdrawal of
      the ratings then assigned to the Certificates, as evidenced in writing by
      the Rating Agencies) and which seeks to maintain a constant net asset
      value. In addition, it may not have a rating from S&P with an "r"
      highlighter and its terms must have a predetermined fixed dollar amount of
      principal due at maturity that cannot vary or change; and

            (vi) any other obligation or security acceptable to each Rating
      Agency, evidence of which acceptability shall be provided in writing by
      each Rating Agency to the Master Servicer, the Special Servicer and the
      Trustee;

provided that (1) no investment described hereunder shall evidence either the
right to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations; and (2) no investment described hereunder may be
purchased at a price greater than par if such investment may be prepaid or
called at a price less than its purchase price prior to stated maturity.

            "Permitted Transferee": Any Transferee of a Residual Certificate
other than a Disqualified Organization, a Plan or a Non-United States Person.

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

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

            "Plurality Residual Certificateholder": As to any taxable year of
the Loan REMIC, REMIC I or REMIC II, the Holder of Certificates holding the
largest Percentage Interest of the related Class of Residual Certificates.

            "Policy  Termination  Event":  With  respect  to any
 Lease Enhancement Policy or RVI Policy, any abatement, rescission,
cancellation, termination, contest, legal process, arbitration or disavowal of
liability thereunder by the related insurer.

            "Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on the
Certificates for federal income tax purposes, 0% CPR (within the meaning of the
Prospectus), except that it is assumed that each ARD Loan is repaid on its
Anticipated Repayment Date.

            "Prepayment Interest Excess": With respect to any Mortgage Loan that
was subject to a Principal Prepayment in full or in part during any Collection
Period, which Principal Prepayment was applied to such Mortgage Loan following
such Mortgage Loan's Due Date in such Collection Period, the amount of interest
(net of the related Master Servicing Fee and if applicable, the Additional
Interest) accrued on the amount of such Principal Prepayment during the period
from and after such Due Date and ending on the date such Principal Prepayment
was applied to such Mortgage Loan, to the extent collected (exclusive of any
related Prepayment Premium or Yield Maintenance Charge actually collected).

            "Prepayment Interest Shortfall": With respect to any Mortgage Loan
that was subject to a voluntary Principal Prepayment in full or in part during
any Collection Period, which Principal Prepayment was applied to such Mortgage
Loan prior to such Mortgage Loan's Due Date in such Collection Period, the
amount of interest, to the extent not collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge actually
collected), that would have accrued at a rate per annum equal to the sum of (x)
the related Net Mortgage Rate for such Mortgage Loan and (y) 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 day immediately preceding such Due Date, inclusive.

            "Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment.

            "Prime Rate": The "prime rate" 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 the "prime rate", then the
Master Servicer 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 Master Servicer shall select a comparable
interest rate index. In either case, such selection shall be made by the Master
Servicer in its sole discretion and the Master Servicer shall notify the Trustee
and the Special Servicer in writing of its selection.

            "Principal Distribution Amount": With respect to any Distribution
Date, the aggregate of the following (excluding, except with respect to clause
(h) below, any portion allocable to the Rite Aid Subordinate Component):

            (a) the aggregate of the principal portions of all Scheduled
Payments (other than Balloon Payments) and any Assumed Scheduled Payments due or
deemed due in respect of the Mortgage Loans for their respective Due Dates
occurring during the related Collection Period, to the extent not previously
received or advanced with respect to a Distribution Date prior to the related
Collection Period;

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

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

            (d) the aggregate of the principal portion of all Liquidation
Proceeds, Insurance Proceeds and, to the extent not otherwise included in clause
(a), (b) or (c) above, payments that were received on the Mortgage Loans during
the related Collection Period and that were identified and applied by the Master
Servicer and/or Special Servicer as recoveries of principal of such Mortgage
Loans, in each case net of any portion of such amounts that represents a
recovery of the principal portion of any Scheduled Payment (other than a Balloon
Payment) due, or of the principal portion of any Assumed Scheduled Payment
deemed due, in respect of the related Mortgage Loan on a Due Date during or
prior to the related Collection Period and not previously recovered;

            (e) with respect to any REO Properties, the aggregate of the
principal portions of all Assumed Scheduled Payments deemed due in respect of
the related REO Loans for their respective Due Dates occurring during the
related Collection Period;

            (f)  with respect to any REO Properties, the aggregate of all
Liquidation Proceeds, Insurance Proceeds and REO Revenues that were received
during the related Collection Period on such REO Properties and that were
identified and applied by the Master Servicer and/or Special 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 Scheduled Payment (other than a Balloon Payment) due, or of the principal
portion of any Assumed Scheduled Payment deemed due, in respect of the related
REO Loan or the predecessor Mortgage Loan on a Due Date during or prior to the
related Collection Period and not previously recovered;

            (g) if such Distribution Date is subsequent to the initial
Distribution Date, the excess, if any, of the Principal Distribution Amount for
the immediately preceding Distribution Date, over the aggregate distributions of
principal made on the Sequential Pay Certificates on such immediately preceding
Distribution Date pursuant to Section 4.01; and

            (h) the Subordinate Component Capitalized Amount for such
Distribution Date.

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

            "Principal  Recovery  Fee":  With respect to each Specially
Serviced Mortgage Loan and REO Loan, the fee payable to the Special Servicer out
of certain related recoveries pursuant to the third paragraph of Section
3.11(c).

            "Principal Recovery Fee Rate": With respect to all amounts set forth
in the third paragraph of Section 3.11(c), 1.00%.

            "Privileged Person": Any Certificateholder, Certificate Owner, any
Person identified to the Trustee or the Master Servicer, as applicable, as a
prospective transferee of a Certificate or interest therein, any Rating Agency,
any Mortgage Loan Seller, the Companion Holder any Underwriter or any party
hereto; provided that no Certificate Owner or prospective transferee of a
Certificate or interest therein shall be considered a "Privileged Person" or be
entitled to a password or restricted access as contemplated by Section 3.15
unless such Person has delivered to the Trustee or the Master Servicer, as
applicable, a certification in the form of Exhibit V-1 or Exhibit V-2, as
applicable.

            "Prospectus": The prospectus dated May 15, 2001, as supplemented by
the Prospectus Supplement, relating to the Registered Certificates.

            "Prospectus Supplement": The final prospectus supplement dated May
31, 2001 of the Depositor relating to the registration of the Registered
Certificates under the Securities Act.

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

            "Purchase Price": With respect to any Mortgage Loan (or REO Loan) to
be purchased by a Mortgage Loan Seller pursuant to the First Union Mortgage Loan
Purchase Agreement or the Merrill Lynch Mortgage Loan Purchase Agreement, as
applicable, by the Majority Subordinate Certificateholder, the Master Servicer,
the Companion Holder, any of the Mortgage Loan Sellers or the Special Servicer
as described in Section 3.18(b), or by the Class V Certificateholder pursuant to
Section 3.18(j) or by the Depositor, the Special Servicer, the Majority
Subordinate Certificateholder or the Master Servicer pursuant to Section 9.01 or
to be otherwise sold pursuant to Section 3.18(d), a cash price equal to the
outstanding principal balance of such Mortgage Loan (or REO Loan) as of the date
of purchase, together with (a) all accrued and unpaid interest on such Mortgage
Loan (or REO Loan) at the related Mortgage Rate to but not including the Due
Date in the Collection Period of purchase plus any accrued interest on P&I
Advances made with respect to such Mortgage Loan, (b) all related and
unreimbursed Servicing Advances plus any accrued and unpaid interest thereon,
(c) any reasonable costs and expenses, including, but not limited to, the cost
of any enforcement action, incurred by the Master Servicer, the Special Servicer
or the Trust Fund in connection with any such purchase by a Mortgage Loan Seller
(to the extent not included in clause (b) above) and (d) any other Additional
Trust Fund Expenses in respect of such Mortgage Loan; provided, that the
Purchase Price shall not be reduced by any outstanding P&I Advance.

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

            "Qualified Insurer": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction (i) with a minimum claims paying ability rating of at least "A3" by
Moody's and "A" by S&P (or the obligations of which are guaranteed or backed by
a company having such a claims paying ability) and (ii) with respect to the
fidelity bond and errors and omissions Insurance Policy required to be
maintained pursuant to Section 3.07(c), an insurance company that has a claims
paying ability rated no lower than two rating categories (without regard to
pluses or minuses or numerical qualifications) below the rating assigned to the
then highest rated outstanding Certificate (or, if not rated by Moody's, then at
least "A+" by either S&P or Fitch, Inc.), but in no event lower than "A2" by
Moody's (or, if not rated by Moody's, then at least "A+" by either S&P or Fitch,
Inc.) and "A" by S&P, or, in the case of clauses (i) and (ii), such other rating
as each Rating Agency shall have confirmed in writing will not cause such Rating
Agency to downgrade, qualify or withdraw the then-current rating assigned to any
of the Certificates that are then currently being rated by such Rating Agency.

            "Qualified 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 an original Loan-to-Value Ratio not higher
than that of the deleted Mortgage Loan and a current Loan-to-Value Ratio not
higher than the then current Loan-to-Value Ratio of the deleted Mortgage Loan;
(vii) comply as of the date of substitution with all of the representations and
warranties set forth in the First Union Mortgage Loan Purchase Agreement or the
Merrill Lynch Mortgage Loan Purchase Agreement, as applicable; (viii) have an
Environmental Assessment that indicates no adverse environmental conditions with
respect to the related Mortgaged Property and which will be delivered as a part
of the related Mortgage File; (ix) have an original Debt Service Coverage Ratio
of not less than the original Debt Service Coverage Ratio of the deleted
Mortgage Loan and a current Debt Service Coverage Ratio of not less than the
current Debt Service Coverage Ratio of the deleted Mortgage Loan; (x) 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; (xi) not have a maturity date after the date two years
prior to the Rated Final Distribution Date; (xii) 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);
(xiii) have a date of origination that is not more than 12 months prior to the
date of substitution; (xiv) have been approved by the Controlling Class
Representative (or, if there is no Controlling Class Representative 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 (xv) 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 Qualified 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.

            "Rated Final Distribution Date": The Distribution Date in January
2043, the first Distribution Date after the 24th month following the end of the
amortization term for the Mortgage Loan that, as of the Cut-off Date, has the
longest remaining amortization term.

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

            "Realized Loss": With respect to: (1) each defaulted Mortgage Loan
as to which a Final Recovery Determination has been made, or with respect to any
successor 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 (a) the
unpaid principal balance of such Mortgage Loan or REO Loan, as the case may be,
as of the commencement of the Collection Period in which the Final Recovery
Determination was made, plus (b) without taking into account the amount
described in subclause (1)(d) of this definition, all accrued but unpaid
interest on such Mortgage Loan or such REO Loan, as the case may be, at the
related Mortgage Rate to but not including the Due Date in the Collection Period
in which the Final Recovery Determination was made (exclusive of any portion
thereof that constitutes default interest in excess of the Mortgage Rate,
Additional Interest, Prepayment Premiums or Yield Maintenance Charges), plus (c)
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 (d) all payments and proceeds, if any, received in respect of such
Mortgage Loan or the REO Property that relates to such REO Loan, as the case may
be, during the Collection Period in which such Final Recovery Determination was
made; (2) each defaulted Mortgage Loan as to which any portion of the principal
or previously accrued interest (other than Additional Interest and Penalty
Interest) payable thereunder was canceled 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 Special Servicer
pursuant to Section 3.20, the amount of such principal and/or interest so
canceled; and (3) each 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 Special Servicer pursuant to Section 3.20, the amount of the consequent
reduction in the interest portion of each successive Periodic Payment due
thereon (each such Realized Loss shall be deemed to have been incurred on the
Due Date for each affected Periodic Payment).

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

            "Registered Certificate": Any Class A-1, Class A-2, Class B, Class
C, Class D, Class E Certificate.

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

            "Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(d) and on P&I
Advances in accordance with Section 4.03(d), which rate per annum is equal to
the Prime Rate.

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

            "REMIC Administrator": The Trustee or any REMIC administrator
appointed pursuant to Section 8.14.

            "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 proposed, temporary and final Treasury regulations and any
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

            "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder
with respect to which a separate REMIC election is to be made and, consisting
of: (i) all of the Mortgage Loans (other than the Rite Aid Mortgage Loan) as
from time to time are subject to this Agreement and all payments under and
proceeds of such Mortgage Loans received after the Closing Date (excluding all
Additional Interest on such Mortgage Loans), together with all documents
included in the related Mortgage Files and any related Escrow Payments and
Reserve Funds, and the Loan REMIC Senior Regular Interest; (ii) all amounts held
from time to time in the Collection Account, the Interest Reserve Account, any
REO Account and, to the extent related to REMIC I, the Distribution Account;
(iii) any REO Property acquired in respect of such a Mortgage Loan; (iv) the
rights of the Depositor under Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17 and
18 of each of the First Union Mortgage Loan Purchase Agreement and the Merrill
Lynch Mortgage Loan Purchase Agreement with respect to such Mortgage Loans; and
(v) the rights of the mortgagee under all Insurance Policies with respect to
such Mortgage Loans, in each case exclusive of the interest of the holder of a
Companion Loan therein.

            "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 shall equal
the Original Class Principal Balance of the corresponding Class of Sequential
Pay Certificates as set forth in the Preliminary Statement hereto. 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(h), 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 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 Net Mortgage Rate.

            "REMIC II": The segregated pool of assets consisting of all of the
REMIC I Regular Interests and all amounts held from time to time, to the extent
related to REMIC II, in the Distribution Account conveyed in trust to the
Trustee for the benefit of REMIC II, as holder of the REMIC I Regular Interests,
and the Holders of the Class R-II Certificates pursuant to Section 2.09, with
respect to which a separate REMIC election is to be made.

            "REMIC II Certificate": Any Class A-1, Class A-2, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class IO, Class J, Class K, Class
L, Class M, Class N, Class O, Class P, Class Q, or Class R-II Certificate.

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

            "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.

            "REO Account": A segregated 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 "Lennar
Partners, Inc., as Special Servicer, in trust for registered holders of First
Union National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2001-C2."

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

            "REO Disposition": The sale or other disposition of any REO Property
pursuant to Section 3.18(d).

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

            "REO Loan": The mortgage loan deemed for purposes hereof to be
outstanding with respect to each REO Property. Each REO Loan shall be deemed to
be outstanding for so long as the related REO Property remains part of the Loan
REMIC or REMIC I and deemed to provide for Periodic Payments of principal and/or
interest equal to its Assumed  Scheduled Payment and otherwise to have the
same terms and conditions as its predecessor Mortgage Loan (such terms and
conditions to be applied without regard to the default on such predecessor
Mortgage Loan and the acquisition of the related REO Property as part of the
Trust Fund). 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 its predecessor Mortgage Loan (or, if
applicable, Companion Loan) as of the date of the related REO Acquisition. All
Scheduled Payments (other than a Balloon Payment), Assumed Scheduled 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. Collections in respect of each REO Loan (after provision for amounts
to be applied to the payment of, or to be reimbursed to the Master Servicer, the
Special Servicer, or the Trustee for the payment of, the costs of operating,
managing, selling, leasing and maintaining the related REO Property or for the
reimbursement of the Master Servicer, the Special Servicer, or the Trustee for
other related Servicing Advances as provided in this Agreement) shall be
treated: first, as a recovery of accrued and unpaid interest on such REO Loan at
the related Mortgage Rate to but not including the Due Date in the Collection
Period of receipt (exclusive of any portion thereof that constitutes
Additional Interest); second, as a recovery of principal of such REO Loan to the
extent of its entire unpaid principal balance; and third, in accordance with the
normal servicing practices of the Master Servicer, as a recovery of any other
amounts due and owing in respect of such REO Loan, including, without
limitation, (i) Yield Maintenance Charges, Prepayment Premiums and Penalty
Interest and (ii) Additional Interest and other amounts, in that order.
Notwithstanding the foregoing, all amounts payable or reimbursable to the Master
Servicer, the Special Servicer or the Trustee in respect of the predecessor
Mortgage Loan as of the date of the related REO Acquisition, including, without
limitation, any unpaid Servicing Fees and any unreimbursed Servicing Advances
and P&I Advances, together with any interest accrued and payable to the Master
Servicer, the Special Servicer or the Trustee in respect of such Servicing
Advances and P&I Advances in accordance with Sections 3.03(d) and 4.03(d), shall
continue to be payable or reimbursable to the Master Servicer, the Special
Servicer or the Trustee, as the case may be, in respect of an REO Loan pursuant
to Section 3.05(a).

            "REO Property": A Mortgaged Property acquired on behalf and in the
name of the Trustee for the benefit of the Certificateholders (subject to the
Co-Lender Agreement with respect to a Mortgaged Property securing a Loan Pair)
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.

            "REO Status Report": A report substantially in the form of and
containing the information described in Exhibit M attached hereto, or in such
other form for the presentation of such information as may be recommended by the
CMSA for commercial mortgage securities transactions generally and, insofar as
it requires the presentation of information in addition to that called for by
the form of the "REO Status Report" available as of the Closing Date on the CMSA
website, is reasonably acceptable to the Special Servicer and setting forth with
respect to each REO Property that was included in the Trust Fund as of the close
of business on the Determination Date immediately preceding the preparation of
such report, among other things, (i) the acquisition date of such REO Property,
(ii) the amount of income collected with respect to such REO Property (net of
related expenses) and other amounts, if any, received on such REO Property
during the related Collection Period and (iii) the value of the REO Property
based on the most recent appraisal or other valuation thereof available to the
Special Servicer as of such Determination Date (including any prepared
internally by the Special Servicer).

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

            "Request for Release": A request signed by a Servicing Officer, as
applicable, of the Master Servicer in the form of Exhibit D-1 attached hereto or
of the Special Servicer in the form of Exhibit D-2 attached hereto.

            "Required Appraisal": With respect to each Required Appraisal
Mortgage Loan, an appraisal of the related Mortgaged Property from an
Independent Appraiser selected by the Special Servicer, prepared in accordance
with 12 CFR ss.225.62 and conducted in accordance with the standards of the
Appraisal Institute.

            "Required Appraisal Date": With respect to any Required Appraisal
Mortgage Loan, the earliest date on which any of the items specified in clauses
(i) through (vi) of the first paragraph of the definition of Required Appraisal
Mortgage Loan occurs.

            "Required Appraisal Mortgage Loan": Each Mortgage Loan (i) that is
sixty (60) days or more delinquent in respect of any Periodic Payments, (ii)
that becomes an REO Loan, (iii) that has been modified by the Special Servicer
to reduce the amount of any Periodic Payment (other than a Balloon Payment),
(iv) with respect to which a receiver is appointed and continues in such
capacity in respect of the related Mortgaged Property, (v) with respect to which
a Mortgagor declares bankruptcy or with respect to which the related Mortgagor
is subject to a bankruptcy proceeding or (vi) with respect to which any Balloon
Payment on such Mortgage Loan has not been paid by its scheduled maturity date;
provided, however, that a Required Appraisal Mortgage Loan will cease to be a
Required Appraisal Mortgage Loan;

            (a) with respect to the circumstances described in clauses (i) and
(iii) above, when the related Mortgagor has made three consecutive full and
timely Periodic 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); and

            (b) with respect to the circumstances described in clauses (iv), (v)
and (vi) above, when such circumstances cease to exist in the good faith
reasonable judgment of the Special Servicer and in accordance with the Servicing
Standard, but, with respect to any bankruptcy or insolvency proceedings
described in clauses (iv) and (v), no later than the entry of an order or decree
dismissing such proceeding, and with respect to the circumstances described in
clause (vi) above, no later than the date that the Special Servicer agrees to an
extension pursuant to Section 3.20 hereof;

so long as at that time no circumstance identified in clauses (i) through (vi)
above exists that would cause the Mortgage Loan to continue to be characterized
as a Required Appraisal Mortgage Loan.

            "Required Appraisal Value": An amount equal to 90% of the Appraised
Value (net of any prior liens and estimated liquidation expenses) of the
Mortgaged Property related to the subject Required Appraisal Mortgage Loan as
determined by a Required Appraisal or letter update or internal valuation if
applicable, and provided further that for purposes of determining any Appraisal
Reduction Amount in respect of such Required Appraisal Mortgage Loan, such
Appraisal Reduction Amount shall be amended annually to reflect the Required
Appraisal Value determined pursuant to any Required Appraisal or letter update
or internal valuation, if applicable of a Required Appraisal conducted
subsequent to the original Required Appraisal performed pursuant to Section
3.09(a).

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

            "Reserve Funds": With respect to any Mortgage Loan, any amounts
delivered by the related Mortgagor to be held in escrow by or on behalf of the
mortgagee representing reserves for environmental remediation, repairs, capital
improvements, tenant improvements and/or leasing commissions with respect to the
related Mortgaged Property.

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

            "Responsible Officer": When used with respect to (i) the initial
Trustee any officer or assistant officer in the Corporate Trust Services Group
of the initial Trustee and (ii) any successor Trustee, any officer or assistant
officer in the Corporate Trust Department of the Trustee, or any other officer
or assistant 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.

            "Restricted Servicer Reports": Each of the Watch List, Operating
Statement Analysis, NOI Adjustment Worksheet and Comparative Financial Status
Report.

            "Rite Aid Available Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of, without duplication, (i)
the aggregate of the amounts on deposit in the Certificate Account and the
Distribution Account as of the close of business on the related Determination
Date relating to the Rite Aid Mortgage Loan and the amounts collected by or on
behalf of the Master Servicer as of the close of business on such Determination
Date relating to the Rite Aid Mortgage Loan and required to be deposited in the
Certificate Account, (ii) the aggregate amount of any P&I Advances made by the
Master Servicer or the Trustee with respect to the Rite Aid Mortgage Loan for
distribution on the Certificates on such Distribution Date pursuant to Section
4.03, (iii) the aggregate amount (relating to REO Property resulting from a
foreclosure on the Rite Aid Mortgage Loan) transferred from the REO Account (if
established) to the Certificate Account during the month of such Distribution
Date, on or prior to the P&I Advance Date in such month, pursuant to Section
3.16(c), and (iv) the aggregate amount deposited by the Master Servicer in the
Distribution Account for such Distribution Date pursuant to Section 3.19 in
connection with Prepayment Interest Shortfalls relating to the Rite Aid Mortgage
Loan, net of (b) the portion of the amount described in subclauses (a)(i) and
(a)(iii) of this definition that represents one or more of the following: (i)
collected Periodic Payments that are due on a Due Date following the end of the
related Collection Period, (ii) any amounts payable or reimbursable to any
Person from the (A) Certificate Account pursuant to clauses (ii)-(xiv), (xviii)
and (xix) of Section 3.05(a) or (B) the Distribution Account pursuant to clauses
(ii) - (vi) of Section 3.05(b), and (iii) any amounts deposited in the
Certificate Account or the Distribution Account in error.

            "Rite Aid Mortgage Loan": The Mortgage Loan identified on the
Mortgage Loan Schedule as control number 82.

            "Rite Aid Mortgage Loan Remittance Rate": With respect to the Rite
Aid Mortgage Loan for any Distribution Date, a rate per annum equal to (a) a
fraction (expressed as a percentage and rounded to the sixth decimal place), the
numerator of which is the product of 12 times the aggregate amount of interest
that would accrue during the calendar month preceding the month in which such
Distribution Date occurs on the Stated Principal Balance of the Rite Aid
Mortgage Loan outstanding immediately prior to such Distribution Date if such
interest were calculated at the Mortgage Rate in effect for the Rite Aid
Mortgage Loan as of the Closing Date, and the denominator of which is the Stated
Principal Balance of the Rite Aid Mortgage Loan immediately prior to such
Distribution Date, minus (b) the sum of (i) the Master Servicing Fee Rate for
the Rite Aid Mortgage Loan; and (ii) the Trustee Fee Rate; provided that, if the
Mortgage Rate of the Rite Aid Mortgage Loan has been modified in connection with
a bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment granted or agreed to by the Special Servicer
pursuant to Section 3.20, the Rite Aid Mortgage Loan Remittance Rate for the
Rite Aid Mortgage Loan shall be calculated without regard to such event.

            "Rite Aid Representative": As defined in Section 3.25(f).

            "Rite Aid Senior Balance": The principal balance of the Rite Aid
Senior Component outstanding from time to time which, as of the Closing Date is
equal to $2,637,272. On each Distribution Date, the Rite Aid Senior Balance
shall be reduced by the amount of any distributions of principal allocated to
the Rite Aid Senior Component on such Distribution Date pursuant to Section
4.01(i) or 9.01, as applicable, and shall be further reduced by the amount of
any Realized Losses and Additional Trust Fund Expenses incurred with respect to
the Rite Aid Mortgage Loan allocated to any Class of Sequential Pay Certificates
on such Distribution Date pursuant to Section 4.04(a). The Rite Aid Senior
Balance will be increased on any Distribution Date by the amount of any
Certificate Deferred Interest attributable to the Rite Aid Mortgage Loan
allocated to any Class of Sequential Pay Certificates on such Distribution Date.
Distributions in respect of a reimbursement of Realized Losses and Additional
Trust Fund Expenses in respect of the Rite Aid Mortgage Loan previously
allocated to any Class of Sequential Pay Certificates shall not constitute
distributions of principal and shall not result in reduction of the Rite Aid
Senior Balance.

            "Rite Aid Senior Component": An undivided senior ownership interest
in the Loan REMIC represented by the Loan REMIC Senior Regular Interest.

            "Rite Aid Subordinate Balance": The principal balance of the Rite
Aid Subordinate Component outstanding from time to time which, on any date,
shall equal the Class Principal Balance of the Class V Certificates on such
date. On each Distribution Date, the Rite Aid Subordinate Balance shall be
reduced by the amount of any distributions of principal allocated to the Class V
Certificates on such Distribution Date pursuant to Section 4.01(i) or 9.01, as
applicable, and shall be further reduced by the amount of any Realized Losses
and Additional Trust Fund Expenses incurred with respect to the Rite Aid
Mortgage Loan allocated to the Class V Certificates on such Distribution Date
pursuant to Section 4.04(a). The Rite Aid Subordinate Balance will be increased
on any Distribution Date by (i) the amount of any Mortgage Deferred Interest
allocated to the Class V Certificates as Certificate Deferred Interest and (ii)
the Subordinate Component Capitalized Amount for such Distribution Date.

            "Rite Aid Subordinate Component": An undivided subordinate ownership
interest in the Loan REMIC represented by the Class V Certificates.

            "RVI Policy": A non-cancelable residual value insurance policy that
guaranties the Balloon Payment on each Insured Balloon Loan issued by an RVI
Policy Insurer.

            "RVI Policy Insurer": Financial Structures Limited or its successors
and assigns, with a cut-through endorsement issued by Royal Indemnity Company or
its successors and assigns.

            "S&P": Standard and 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 Master Servicer and the Special Servicer, and
specific ratings of S&P herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.

            "Scheduled Payment": With respect to any Mortgage Loan, for any Due
Date following the Cut-off Date as of which it is outstanding, the scheduled
Periodic Payment of principal and interest (other than Additional Interest) on
such Mortgage Loan that is or would be, as the case may be, payable by the
related Mortgagor on such Due Date under the terms of the related Mortgage Note
as in effect on the Closing Date, without regard to any subsequent 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 Special Servicer pursuant to Section
3.20 or acceleration of principal by reason of default, and assuming that each
prior Scheduled Payment has been made in a timely manner.

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

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

            "Sequential Pay Certificates": Any 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 or Class Q Certificate.

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

            "Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by or on behalf of the Master Servicer,
the Special Servicer or the Trustee in connection with the servicing of a
Mortgage Loan or Companion Loan, 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 and the Special Servicer, if any, set forth
in Section 3.02 and Section 3.03(c), (b) the preservation, insurance,
restoration, protection and management of a Mortgaged Property, including the
cost of any "forced placed" insurance policy purchased by the Master Servicer to
the extent such cost is allocable to a particular Mortgaged Property that the
Master Servicer or the Special Servicer is required to cause to be insured
pursuant to Section 3.07(a), (c) obtaining any Insurance Proceeds or any
Liquidation Proceeds of the nature described in clauses (i)-(v) of the
definition of "Liquidation Proceeds," (d) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including, without limitation,
foreclosures, (e) any Required Appraisal or other appraisal expressly required
or permitted to be obtained hereunder, (f) the operation, management,
maintenance and liquidation of any REO Property, including, without limitation,
appraisals and compliance with Section 3.16(a) (to the extent not covered by
available funds in the REO Account) and Section 3.20(h) (to the extent not paid
by the related Mortgagor) and (g) compliance with the obligations of the Master
Servicer or the Trustee set forth in Section 2.03(a) or (b). Notwithstanding
anything 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 and
expenses incurred by any such party in connection with its purchase of a
Mortgage Loan or REO Property, or costs or expenses expressly required to be
borne by the Master Servicer or Special Servicer without reimbursement pursuant
to the terms of this Agreement.

            "Servicer Fee Amount": With respect to each Sub-Servicer and any
date of determination, the aggregate of the products obtained by multiplying,
for each Mortgage Loan serviced by such Sub-Servicer, (a) the Stated Principal
Balance of such Mortgage Loan (less, with respect to the Rite Aid Mortgage Loan,
the Rite Aid Subordinate Balance) as of the end of the immediately preceding
Collection Period and (b) the servicing fee rate specified in the related
Sub-Servicing Agreement for such Mortgage Loan. With respect to the Master
Servicer and any date of determination, the aggregate of the products obtained
by multiplying, for each Mortgage Loan (a) the Stated Principal Balance of such
Mortgage Loan (less, with respect to the Rite Aid Mortgage Loan, the Rite Aid
Subordinate Balance) as of the end of the immediately preceding Collection
Period and (b) the difference between the Master Servicing Fee Rate for such
Mortgage Loan over the servicing fee rate (if any) applicable to such Mortgage
Loan as specified in any Sub-Servicing Agreement related to such Mortgage Loan.

            "Servicer Protective Action": As defined in Section 3.26.

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

            "Servicing File": Any documents, certificates, opinions and reports
(other than documents required to be part of the related Mortgage File)
delivered by the related Mortgagor in connection with, or relating to the
origination and servicing of any Mortgage Loan or which are reasonably required
for the ongoing administration of the Mortgage Loan, including appraisals,
surveys, engineering reports, environmental reports, financial statements,
leases, rent rolls and tenant estoppels.

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

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

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

            "Servicing Standard": With respect to the Master Servicer or the
Special Servicer, as applicable, the servicing and administration of the
Mortgage Loans and Companion Loans for which it is responsible hereunder (a) in
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 similar mortgage loans with similar borrowers
(i) for other third-parties, giving due consideration to customary and usual
standards of practice of prudent institutional commercial mortgage lenders
servicing their own loans or (ii) held in its own portfolio, whichever standard
is higher, (b) with a view to the maximization of the recovery on such Mortgage
Loan on a net present value basis and the best interests of the
Certificateholders and the Trust, 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 the related Mortgagor, the Depositor,  any
Mortgage Loan Seller or any other party to the transaction; (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 right of the Master Servicer or
the Special Servicer, as the case may be, to receive compensation or other fees
for its services rendered pursuant to this Agreement; (iv) the obligations of
the Master Servicer to make Advances; (v) the ownership, servicing or management
by the Master Servicer or the Special Servicer or any Affiliate thereof for
others of any other mortgage loans or mortgaged property; (vi) any obligation of
the Master Servicer or any Affiliate of the Master Servicer to repurchase or
substitute a Mortgage Loan as a Mortgage Loan Seller; (vii) any obligation of
the Master Servicer or any Affiliate of the Master Servicer to cure a breach of
a representation and warranty with respect to a Mortgage Loan; and (viii) any
debt the Master Servicer or Special Servicer or any Affiliate of either has
extended to any Mortgagor.

            "Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the events described in clauses (a) through (g) 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 hypothetical
Certificate of any Class of Regular Certificates evidencing a $1,000
denomination.

            "Special Servicer": Lennar Partners, Inc., 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 or Companion
Loan as to which any of the following events have occurred:

            (a) the related Mortgagor shall have (i) failed to make when due any
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 or Companion
Loan within 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 Specially Serviced Mortgage
Loan), or (ii) failed to make when due any Periodic Payment (other than a
Balloon Payment), and such failure has continued unremedied for 60 days; or

            (b)  the Master Servicer shall have determined, in its good faith
reasonable  judgment,  based on communications  with the related
Mortgagor, that a default in making a Periodic Payment (including a Balloon
Payment) is likely to occur and is likely to remain unremedied for at least 60
days; or

            (c)  there shall have  occurred a default  (other than as
described in clause (a) above) that the Master  Servicer  shall have
determined, in its good faith and reasonable judgement, materially impairs the
value of the Mortgaged Property as security for the Mortgage Loan and, if
applicable, Companion Loan or otherwise materially adversely affects the
interests of Certificateholders  and that continues unremedied for the
applicable grace period under the terms of the Mortgage Loan (or, if no grace
period is specified, for 60 days, provided, that a default that gives rise to an
acceleration right without any grace period shall be deemed to have a grace
period equal to zero); or

            (d) 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, marshaling 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; provided that if such decree or order is discharged,
dismissed or stayed within 60 days it shall not be a Specially Serviced Mortgage
Loan (and no Special Servicer Fees shall be payable); or

            (e)  the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling 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

            (f)  the related Mortgagor shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment for
the benefit of its creditors, or voluntarily suspend payment of its obligations;
or

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

provided, however, that a Companion Loan shall be deemed to be a Specially
Serviced Mortgage Loan if the related AB Mortgage Loan becomes a Specially
Serviced Mortgage Loan and an AB Mortgage Loan shall be deemed to be a Specially
Serviced Mortgage Loan if the related Companion Loan becomes a Specially
Serviced Mortgage Loan; provided, further, however, that a Mortgage Loan will
cease to be a Specially Serviced Mortgage Loan:

                (i) with respect to the circumstances described in clause (a)
        above, when the related Mortgagor has made three consecutive full and
        timely Periodic 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);

                (ii) with respect to the circumstances described in clauses (b),
        (d), (e) and (f) above, when such circumstances cease to exist in the
        good faith reasonable judgment of the Special Servicer and in accordance
        with the Servicing Standard, but, with respect to any bankruptcy or
        insolvency proceedings described in clauses (d), (e) and (f), no later
        than the entry of an order or decree dismissing such proceeding;

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

                (iv) with respect to the circumstances described in clause (g)
        above, when such proceedings are terminated;

so long as at that time no circumstance identified in clauses (a) through (g)
above exists that would cause the Mortgage Loan (or, with respect to an AB
Mortgage Loan, the related Companion Loan, or, with respect to a Companion Loan,
the related AB Mortgage Loan) to continue to be characterized as a Specially
Serviced Mortgage Loan and provided no additional default is foreseeable in the
reasonable good faith judgment of the Special Servicer.

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

            "State and Local Taxes": Taxes imposed by the states of New York and
North Carolina and by any other state or local taxing authorities as may, by
notice to the Trustee, assert jurisdiction over the trust fund or any portion
thereof, or which, according to an Opinion of Counsel addressed to the Trustee,
have such jurisdiction.

            "Stated Maturity Date": With respect to any Mortgage Loan, the Due
Date specified in the Mortgage Note (as in effect on the Closing Date) on which
the last payment of principal is due and payable under the terms of the 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 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, as of
any date of determination, an amount (which amount shall not be less than zero)
equal to (x) the Cut-off Date Balance of such Mortgage Loan (or, in the case of
a Qualified Substitute Mortgage Loan, the unpaid principal balance after
application of all principal payments due on or before the related date of
substitution, whether or not received), plus (y) any Mortgage Deferred Interest
added to the principal balance of such Mortgage Loan on or before the end of the
immediately preceding Collection Period minus (z) the sum of:

                (i)     the principal portion of each Periodic Payment due on
                        such Mortgage Loan after the Cut-off Date, to the extent
                        received from the Mortgagor or advanced by the Servicer
                        and distributed to Certificateholders on or before such
                        date of determination;

                (ii)    all Principal Prepayments received with respect to such
                        Mortgage Loan after the Cut-off Date, to the extent
                        distributed to Certificateholders on or before such date
                        of determination;

                (iii)   the principal portion of all Insurance Proceeds and
                        Liquidation Proceeds received with respect to such
                        Mortgage Loan after the Cut-off Date, to the extent
                        distributed to Certificateholders on or before such date
                        of determination; and

                (iv)    any amount of reduction in the outstanding principal
                        balance of such Mortgage Loan resulting from a Deficient
                        Valuation that occurred prior to the end of the
                        Collection Period for the most recent Distribution Date.

            With respect to any REO Loan, as of any date of determination, an
amount equal to (x) the Stated Principal Balance of the predecessor Mortgage
Loan as of the date of the related REO Acquisition, minus (y) the sum of:

                (i)     the principal portion of any P&I Advance made with
                        respect to the predecessor Mortgage Loan on or after the
                        date of the related REO Acquisition, to the extent
                        distributed to Certificateholders on or before such date
                        of determination; and

                (ii)    the principal portion of all Insurance Proceeds,
                        Liquidation Proceeds and REO Revenues received with
                        respect to such REO Loan, to the extent distributed to
                        Certificateholders on or before such date of
                        determination.

            A Mortgage Loan or an REO Loan shall be deemed to be part of the
Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such
payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.

            With respect to any Companion Loans on any date of determination,
the Stated Principal Balance shall equal the unpaid principal balance of such
Companion Loan.

            "Strip Rate": With respect to any Component 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 (provided that in no event shall any Strip Rate be less than zero).

            "Subordinate Component Capitalized Amount": As defined in Section
4.01(i)(iv).

            "Subordinated Certificate": Any Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P, Class Q, Class V, Class Z-I, Class Z-II, Class R-I or Class R-II
Certificate.

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

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

            "Substitution Shortfall Amount": With respect to a substitution
pursuant to Section 2.03(a) hereof, an amount equal to the excess, if any, of
the Purchase Price of the Mortgage Loan being replaced calculated as of the date
of substitution over the Stated Principal Balance of the related Qualified
Substitute Mortgage Loan as of the date of substitution. In the event that one
or more Qualified Substitute Mortgage Loans are substituted (at the same time)
for one or more deleted Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the
aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans being replaced
and the aggregate Stated Principal Balances of the related Qualified Substitute
Mortgage Loan or Mortgage Loans.

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

            "Tax Matters Person": With respect to each of the REMICs created
hereunder, the Person designated as the "tax matters person" of such REMIC in
the manner provided under Treasury Regulations Section 1.860F-4(d) and Temporary
Treasury Regulations Section 301.6231(a)(7)-1T, which Person shall be the
applicable Plurality Residual Certificateholder.

            "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 the Loan REMIC, REMIC I and REMIC II due to its
classification as a REMIC under the REMIC Provisions, and the federal income tax
return to be filed on behalf of the Grantor Trust due to its classification as a
grantor trust under the Grantor Trust Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the Internal Revenue Service under any
applicable provisions of federal tax law or any other governmental taxing
authority under applicable State and Local Tax laws.

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

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

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

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

            "Trust Fund": Collectively, (i) all of the assets of the Loan REMIC,
REMIC I and REMIC II, and (ii) the Grantor Trust Assets.

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

            "Trustee Fee": With respect to each Mortgage Loan and REO Loan for
any Distribution Date, an amount equal to one month's interest for the most
recently ended calendar month (calculated on a 30/360 Basis), accrued at the
Trustee Fee Rate on the Stated Principal Balance of such Mortgage Loan (less,
with respect to the Rite Aid Mortgage Loan, the Rite Aid Subordinate Balance) or
REO Loan, as the case may be, outstanding immediately following the prior
Distribution Date (or, in the case of the initial Distribution Date, as of the
Closing Date).

            "Trustee Fee Rate": 0.0022% per annum.

            "Trustee Liability": As defined in Section 8.05(b).

            "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 any relevant
jurisdiction.

            "Uncertificated Accrued Interest": With respect to the Loan REMIC
Senior Regular Interest, for any Distribution Date, one month's interest at the
Loan REMIC Remittance Rate applicable to the Loan REMIC Senior Regular Interest
for such Distribution Date, accrued on the Loan REMIC Principal Balance of the
Loan REMIC Senior Regular Interest outstanding immediately prior to such
Distribution Date and, to the extent permitted under applicable law, also on any
Uncertificated Accrued Interest in respect of the Loan REMIC Senior Regular
Interest from the prior Distribution Dates that was not previously deemed paid.
With respect to any REMIC I Regular Interest, for any Distribution Date, one
month's interest at the related REMIC I Remittance Rate for such Distribution
Date, accrued on the REMIC I Principal Balance of such REMIC I Regular Interest
outstanding immediately prior to such Distribution Date and, to the extent
permitted under applicable law, also on any Uncertificated Accrued Interest in
respect of such REMIC I Regular Interest from the prior Distribution Dates that
was not previously deemed paid. Uncertificated Accrued Interest in respect of
any REMIC I Regular Interest shall be calculated on a 30/360 Basis and, with
respect to any REMIC I Regular Interest for any Distribution Date, shall be
deemed to accrue during the calendar month preceding the month in which such
Distribution Date occurs.

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

            "Underwriter": Each of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, First Union Securities, Inc or Greenwich Capital Markets, Inc. or,
in each case, its successor in interest.

            "United States Person": A citizen or resident of the United States,
a corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of the United States, any State thereof or the District of Columbia
unless in the case of a partnership, Treasury Regulations are adopted that
provide otherwise, an estate whose income is includable in gross income for
United States federal income tax purposes 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.

            "Unrestricted Servicer Reports": Each of the Updated Collection
Report, Delinquent Loan Status Report, Historical Loan Modification Report,
Historical Liquidation Report, Interim Delinquent Loan Status Report, REO Status
Report and the Credit Lease Loan Report.

            "Updated Collection Report": A report substantially containing the
content described in Exhibit F attached hereto and available each month on the
P&I Advance Date, setting forth each Mortgage Loan or REO Loan with respect to
which the Master Servicer received a Periodic Payment after the Determination
Date and before the P&I Advance Date for the related month.

            "USAP": The Uniform Single Attestation Program for Mortgage Bankers.

            "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, 100% of the Voting Rights shall be allocated among the
Holders of the Regular Certificates. Ninety-six percent (96%) of the Voting
Rights shall be allocated among 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 Certificates in proportion to the
respective Class Principal Balances of their Certificates; provided that, solely
for the purpose of determining the Voting Rights of the Classes of Sequential
Pay Certificates, the aggregate Appraisal Reduction Amount (determined as set
forth herein) shall be treated as Realized Losses with respect to the
calculation of the Certificate Principal Balances thereof; provided, further,
however, that the aggregate Appraisal Reduction Amount shall not reduce the
Class Principal Balance of any Class for purposes of determining the Controlling
Class, the Controlling Class Representative or the Majority Subordinate
Certificateholder. Four percent (4%) in the aggregate of the Voting Rights shall
be allocated to the Class IO Certificates. The Class V, Class Z-I, Class Z-II
and the Residual Certificates shall have no voting rights. Notwithstanding the
foregoing, the Holders of the Class V Certificates will have the consent rights
and other rights specifically granted to such Class and Certificates as
described herein. Voting Rights allocated to a Class of Certificateholders shall
be allocated among such Certificateholders in standard proportion to the
Percentage Interests evidenced by their respective Certificates. In addition, if
either the Master Servicer or the Special Servicer is the holder of any
Certificate, neither of the Master Servicer or Special Servicer, in its capacity
as a Certificateholder, shall have Voting Rights with respect to matters
concerning compensation affecting the Master Servicer or the Special Servicer.

            "Watch List": As of each Determination Date a report, substantially
in the form of Exhibit N attached hereto (or such other form for the
presentation of such information as may be recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for below,
is reasonably acceptable to the Master Servicer), identifying each Mortgage Loan
that is not a Specially Serviced Mortgage Loan (i) with a Debt Service Coverage
Ratio of less than 1.05x, other than Credit Lease Loans and Mortgage Loans whose
operations results for the first year of operations represent less than seven
months of operating history, (ii) that has a Stated Maturity Date occurring in
the next ninety days, (iii) that is delinquent in respect of its real estate
taxes, (iv) for which any outstanding Advance exists and has been outstanding
for 30 days or more, (v) that has been a Specially Serviced Mortgage Loan in the
past 90 days, (vi) for which the Debt Service Coverage Ratio has decreased by
more than 10% in the prior 12 months and is less than 1.40x, (vii) for which any
lease relating to more than 25% of the rentable area of the related Mortgaged
Property has expired, been terminated, is in default or will expire within the
next three months (without being replaced by one or more tenants or leases),
(viii) that is late in making its Periodic Payment three or more times in the
preceding twelve months, (ix) with material deferred maintenance at the related
Mortgaged Property or (x) that is 30 or more days delinquent; provided that a
Mortgage Loan will not be identified on the Watch List solely because the
related borrower has failed to deliver operating statements, rent rolls or other
financial statements required to be delivered under the Mortgage Loan documents.

            "Weighted Average Net Mortgage Rate": With respect to any
Distribution Date, the rate per annum equal to the weighted average, expressed
as a percentage and rounded to six decimal places, of the respective Net
Mortgage Rates applicable to the Mortgage Loans as of the first day of the
related Collection Period, weighted on the basis of their respective Stated
Principal Balances (less, with respect to the Rite Aid Mortgage Loan, the Rite
Aid Subordinate Balance) immediately following the preceding Distribution Date.

            "Workout": As defined in Section 3.18(b).

            "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,
1.0%.

            "Yield Maintenance Charge": Payments paid or payable, as the context
requires, on a Mortgage Loan as the result of a Principal Prepayment thereon,
not otherwise due thereon in respect of principal or interest, which have been
calculated (based on Scheduled Payments on such Mortgage Loan) to compensate the
holder for reinvestment losses based on the value of an interest rate index at
or near the time of prepayment. Any other prepayment premiums, penalties and
fees not so calculated will not be considered "Yield Maintenance Charges." In
the event that a Yield Maintenance Charge shall become due for any particular
Mortgage Loan, the Master Servicer shall be required to follow the terms and
provisions contained in the applicable Mortgage Note, provided, however, in the
event the particular Mortgage Note shall not specify the U.S. Treasuries which
shall be used in determining the discount rate or the reinvestment yield to be
applied in such calculation, the Master Servicer shall be required to use those
U.S. Treasuries having maturity dates most closely approximating the maturity of
such Mortgage Loan. Accordingly if either no U.S. Treasury issue, or more than
one U.S. Treasury issue, shall coincide with the term over which the Yield
Maintenance Charge shall be calculated (which depending on the applicable
Mortgage Note is based on the remaining average life of the Mortgage Loan or the
actual term remaining through the Maturity Date), the Master Servicer shall use
the U.S. Treasury whose reinvestment yield is the lowest, with such yield being
based on the bid price for such issue as published in The Wall Street Journal on
the date that is fourteen (14) days prior to the date that the Yield Maintenance
Charge shall become due and payable (or, if such bid price is not published on
that date, the next preceding date on which such bid price is so published) and
converted to a monthly compounded nominal yield. The monthly compounded nominal
yield ("MEY") is derived from the reinvestment yield or discount rate and shall
be defined as MEY = (12X {(1+"BEY"/2)^1/6}-1) where BEY is defined as the U.S.
Treasury Reinvestment Yield which is in decimal form and not in percentage, and
1/6 is the exponential power to which a portion of the equation is raised. For
example, using a BEY of 5.50%, the MEY = (12 X {(1+ .055/2)^0.16667}-1) where
 .055 is the decimal version of the percentage 5.5% and 0.16667 is the decimal
version of the exponential power. The MEY in the above calculation is 5.44%.

                                   ARTICLE II

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

            SECTION 2.01 Conveyance of Mortgage Loans.

            (a)  The Depositor, concurrently with the execution and delivery
hereof, does hereby assign, sell, transfer, 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, 9, 10, 11, 12, 13, 14, 16, 17 and 18 of each
of the First Union Mortgage Loan Purchase Agreement and the Merrill Lynch
Mortgage Loan Purchase Agreement and (iii) all other assets included or to be
included in the Trust Fund. Such assignment includes all interest and principal
received or receivable on or with respect to the Mortgage Loans and due after
the Cut-off Date. The transfer of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and, notwithstanding Section 11.07, is
intended by the parties to constitute a sale.

            (b) In connection with the Depositor's assignment pursuant to
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 First
Union Mortgage Loan Purchase Agreement and the Merrill Lynch Mortgage Loan
Purchase 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 and Special 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, 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 First Union Mortgage Loan Purchase Agreement, the Merrill Lynch Mortgage
Loan Purchase Agreement and this Section 2.01(b).

            (c) If any Mortgage Loan Seller cannot deliver, or cause to be
delivered, on the Closing Date, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iii), (vi) (if recorded) and
(viii) of the definition of "Mortgage File", with evidence of recording thereon,
solely because of a delay caused by the public recording office where such
document or instrument has been delivered for recordation, the delivery
requirements of the First Union Mortgage Loan Purchase Agreement or the Merrill
Lynch Mortgage Loan Purchase Agreement, as applicable, and Section 2.01(b) shall
be deemed to have been satisfied as to such non-delivered document or
instrument, and such non-delivered document or instrument shall be deemed to
have been included in the Mortgage File, provided that a photocopy of such
non-delivered document or instrument (certified by the applicable Mortgage Loan
Seller to be a true and complete copy of the original thereof submitted for
recording) is delivered to the Trustee or a Custodian appointed thereby on or
before the Closing Date, and either the original of such non-delivered document
or instrument, or a photocopy thereof, with evidence of recording thereon, is
delivered to the Trustee or such Custodian within 120 days of the Closing Date
(or within such longer period after the Closing Date as the Trustee may consent
to, which consent shall not be unreasonably withheld so long as the applicable
Mortgage Loan Seller is, in good faith, attempting to obtain from the
appropriate county recorder's office such original or photocopy). If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (ii), (iii), (vi) (if recorded) and (viii) of the definition of
"Mortgage File," with evidence of recording thereon, for any other reason,
including, without limitation, that such non-delivered document or instrument
has been lost, the delivery requirements of the First Union Mortgage Loan
Purchase Agreement or the Merrill Lynch Mortgage Loan Purchase Agreement, as
applicable, and Section 2.01(b) shall be deemed to have been satisfied as to
such non-delivered document or instrument and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File, provided
that a photocopy of such non-delivered document or instrument (with evidence of
recording thereon) is delivered to the Trustee or a Custodian appointed thereby
on or before the Closing Date.

            If, on the Closing Date as to any Mortgage Loan, the applicable
Mortgage Loan Seller does not deliver in complete and recordable form any one of
the assignments in favor of the Trustee referred to in clause (iv) or (v) of the
definition of "Mortgage File", the applicable Mortgage Loan Seller may
provisionally satisfy the delivery requirements of the related First Union
Mortgage Loan Purchase Agreement or Merrill Lynch Mortgage Loan Purchase
Agreement, as applicable, and Section 2.01(b) by delivering with respect to such
Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan;
provided that all required original assignments with respect to such Mortgage
Loan in fully complete and recordable form shall be delivered to the Trustee or
its Custodian within 120 days of the Closing Date (or within such longer period
as the Trustee in its discretion may permit).

            (d)  The Trustee shall, for a fee paid to the Trustee by the
Depositor on the Closing Date as to each Mortgage Loan, promptly (and in any
event within 90 days following the later of the Closing Date or the delivery of
all assignments and UCC Financing Statements to the Trustee) cause to be
submitted for recording or filing, as the case may be, in the appropriate public
office for real property records or UCC Financing Statements, as appropriate and
to the extent timely delivered to the Trustee in final, recordable form, each
assignment of Mortgage, assignment of Assignment of Leases and any other
recordable documents (to the extent the Trustee has actual knowledge that such
documents are to be recorded) relating to the Mortgage Loan, in favor of the
Trustee referred to in clause (iv) of the definition of "Mortgage File" and each
UCC-2 and UCC-3 assignment in favor of the Trustee and so delivered to the
Trustee and referred to in clause (viii) of the definition of "Mortgage File."
Each such assignment, UCC-2 and UCC-3 shall reflect that the recorded original
should be returned by the public recording office to the Trustee or its designee
following recording, and each such UCC-2 and UCC-3 assignment shall reflect that
the file copy thereof should be returned to the Trustee or its designee
following filing; provided, that in those instances where the public recording
office retains the original assignment of Mortgage or assignment of Assignment
of Leases, the Trustee shall obtain therefrom a certified copy of the recorded
original, at the expense of the Depositor. If any such document or instrument is
lost or returned unrecorded or unfiled, as the case may be, because of a defect
therein, the Trustee shall direct the appropriate Mortgage Loan Seller pursuant
to the First Union Mortgage Loan Purchase Agreement or Merrill Lynch Mortgage
Loan Purchase Agreement, as applicable, to promptly prepare or cause to be
prepared a substitute therefor or cure such defect, as the case may be, and
thereafter the Trustee shall upon receipt thereof cause the same to be duly
recorded or filed, as appropriate. On a monthly basis, the Trustee shall forward
to the Master Servicer a copy of each of the aforementioned recorded assignments
following the Trustee's receipt thereof, to the extent not previously provided.

            (e) All documents and records in the Servicing File in possession of
the Depositor or the Mortgage Loan Sellers that relate to the Mortgage Loans and
that are not required to be a part of a Mortgage File in accordance with the
definition thereof (including any original letters of credit), together with all
Escrow Payments and Reserve Accounts in the possession thereof, shall be
delivered to the Master Servicer or such other Person as may be directed by the
Master Servicer (at the expense of the applicable Mortgage Loan Seller) on or
before the Closing Date and shall be held by the Master Servicer on behalf of
the Trustee in trust for the benefit of the Certificateholders; provided,
however, the Master Servicer shall have no responsibility for holding documents
created or maintained by the Special Servicer hereunder and not delivered to the
Master Servicer.

            (f) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall deliver to the Custodian and the
Master Servicer on or before the Closing Date and hereby represents and warrants
that it has delivered a copy of a fully executed counterpart of each of the
First Union Mortgage Loan Purchase Agreement and the Merrill Lynch Mortgage Loan
Purchase Agreement, as in full force and effect on the Closing Date.

            SECTION 2.02 Acceptance of the Trust Fund by Trustee.

            (a) The Trustee, by its execution and delivery of this Agreement,
acknowledges receipt of the Depositor's assignment to it of the Depositor's
right, title and interest in the assets that constitute the Trust Fund, and
further acknowledges receipt by it or a Custodian on its behalf, subject to the
provisos in the definition of "Mortgage File" and the provisions of Section 2.01
and subject to the further limitations on review provided for in Section 2.02(b)
and the exceptions noted on the schedule of exceptions of (i) the Mortgage File
delivered to it for each Mortgage Loan and (ii) a copy of a fully executed
counterpart of each of the First Union Mortgage Loan Purchase Agreement and the
Merrill Lynch Mortgage Loan Purchase Agreement, all in good faith and without
notice of any adverse claim, and declares that it or a Custodian on its behalf
holds and will hold such documents and the other documents received by it that
constitute portions of the Mortgage Files, and that it holds and will hold the
Mortgage Loans and other assets included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders and, with
respect to any original document in the Mortgage File for a Loan Pair, any
present or future Companion Holder. The Trustee hereby certifies to each of the
Depositor, the Master Servicer, the Special Servicer and each Mortgage Loan
Seller that except as identified in the schedule of exceptions, which is
attached hereto as Exhibit C-1 without regard to the proviso in the definition
of "Mortgage File", each of the original executed Mortgage Notes as described in
clause (i) of the definition of Mortgage File are in its possession. In
addition, within ninety (90) days after the Closing Date (and if any exceptions
are noted, again every 90 days thereafter until the second anniversary of the
Closing Date, and every 180 days thereafter until the fifth anniversary of the
Closing Date, and thereafter upon request by any party hereto, any Mortgage Loan
Seller, or the Majority Subordinate Certificateholder, the Trustee or the
Custodian on its behalf will review the Mortgage Files and certify (in a
certificate substantially in the form of Exhibit C-2) to each of the Depositor,
the Master Servicer, the Special Servicer and each Mortgage Loan Seller (with
copies to the Majority Subordinate Certificateholder) that, with respect to each
Mortgage Loan (other than with respect to a Companion Loan) listed in the
Mortgage Loan Schedule, except as specifically identified in the schedule of
exceptions annexed thereto, (i) without regard to the proviso in the definition
of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(a), (v)
and (vii), and to the extent provided in the related Mortgage File and actually
known by a Responsible Officer of the Trustee to be required, clauses (iii),
(iv)(b), (iv)(c), (vi), (viii) and (ix) of the definition of "Mortgage File" are
in its possession, (ii) all documents delivered or caused to be delivered by the
applicable Mortgage Loan Seller constituting the related Mortgage File have been
reviewed by it and appear regular on their face and appear to relate to such
Mortgage Loan, (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule for such
Mortgage Loan with respect to the items specified in clauses (v) and (vi)(c) of
the definition of "Mortgage Loan Schedule" is correct and (iv) solely with
respect to the Companion Loans, all documents specified in clause (xii) of the
definition of Mortgage File are in its possession. Further, with respect to the
documents described in clause (viii) of the definition of Mortgage File, absent
actual knowledge to the contrary or copies of UCC Financing Statements delivered
to the Trustee as part of the Mortgage File indicating otherwise, the Trustee
may assume, for purposes of the certification delivered in this Section 2.02(a),
that the related Mortgage File should include one state level UCC Financing
Statement filing and one local UCC Financing Statement filing for each Mortgaged
Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor), or in the case of jurisdictions that require only a local
UCC Financing Statement filing, that the related Mortgage File should include
one local UCC Financing Statement filing for each Mortgaged Property (or with
respect to any Mortgage Loan that has two or more Mortgagors, for each
Mortgagor).

            (b) None of the Trustee, the Master Servicer, the Special Servicer
or any Custodian is under any duty or obligation 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, 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.

            SECTION 2.03 Mortgage Loan Seller's Repurchase or Substitution of
Mortgage Loans for Document Defects and Breaches of Representations and
Warranties.

            (a) If any party hereto discovers or receives notice that any
document or documents constituting a part of a Mortgage File has not been
properly executed, is missing, contains information that does not conform in any
material respect with the corresponding information set forth in the Mortgage
Loan Schedule, or does not appear to be regular on its face (each, a "Document
Defect"), or discovers or receives notice of a breach of any representation or
warranty relating to any Mortgage Loan set forth in the First Union Mortgage
Loan Purchase Agreement or the Merrill Lynch Mortgage Loan Purchase Agreement (a
"Breach"), the party discovering such Document Defect or Breach shall give
written notice (which notice, in respect of any obligation of the Trustee to
provide notice of a Document Defect, shall be deemed given by the delivery of
the certificate as required by Section 2.2(a)) to the other parties hereto, to
the Majority Subordinate Certificateholder and to the Rating Agencies of such
Document Defect or Breach. Promptly upon becoming aware of any Document Defect
or Breach (including through such written notice provided by any party hereto or
the Majority Subordinate Certificateholder as provided above), if any party
hereto determines that such Document Defect or Breach materially and adversely
affects the interests of the Certificateholders or the value of the affected
Mortgage Loan such party shall notify the Master Servicer of such determination
and promptly after receipt of such notice, the Master Servicer shall request in
writing (with a copy to the other parties hereto, the Majority Subordinate
Certificateholder, the Rating Agencies and the Controlling Class Representative
(if different from the Majority Subordinate Certificateholder) and, with respect
to the Rite Aid Mortgage Loan, the Rite Aid Representative) that the applicable
Mortgage Loan Seller, not later than ninety (90) days from receipt of such
written request (or, in the case of a Document Defect or Breach relating to a
Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC
Provisions, not later than ninety (90) days after any party to this Agreement
discovers such Document Defect or Breach) (i) cure such Document Defect or
Breach, as the case may be, in accordance with Section 3(c) of the First Union
Mortgage Loan Purchase Agreement or the Merrill Lynch Mortgage Loan Purchase
Agreement, as applicable, (ii) repurchase the affected Mortgage Loan in
accordance with Section 3(c) of the First Union Mortgage Loan Purchase Agreement
or the Merrill Lynch Mortgage Loan Purchase Agreement, or (iii) if the affected
Mortgage Loan is a Majority Mortgage Loan, within two years of the Closing Date,
substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan
and pay the Master Servicer for deposit into the Certificate Account any
Substitution Shortfall Amount in connection therewith in accordance with
Sections 3(c) and 3(d) of the First Union Mortgage Loan Purchase Agreement or
the Merrill Lynch Mortgage Loan Purchase Agreement; provided, however, that if
such Document Defect or Breach is capable of being cured but not within such
ninety (90) day period, such Document Defect or Breach does not relate to the
Mortgage Loan not being treated as a "qualified mortgage" within the meaning of
the REMIC Provisions, and the applicable Mortgage Loan Seller has commenced and
is diligently proceeding with the cure of such Document Defect or Breach within
such ninety (90) day period, the applicable Mortgage Loan Seller shall have an
additional ninety (90) days to complete such cure (or, failing such cure, to
repurchase the related Mortgage Loan); and provided, further, with respect to
such additional ninety (90) day period the applicable Mortgage Loan Seller shall
have delivered an Officer's Certificate to the Trustee setting forth the reasons
such Document Defect or Breach is not capable of being cured within the initial
ninety (90) day period and what actions the applicable Mortgage Loan Seller is
pursuing in connection with the cure thereof and stating that the applicable
Mortgage Loan Seller anticipates such Document Defect or Breach will be cured
within the additional ninety (90) day period; and provided; further, that no
Document Defect (other than with respect to a Mortgage Note, Mortgage, title
insurance policy, Ground Lease or any letter of credit) shall be considered to
materially and adversely affect the interests of the Certificateholders or the
value of the related Mortgage Loan unless the document with respect to which the
Document Defect exists is required in connection with an imminent enforcement of
the mortgagee's rights or remedies under the related Mortgage Loan, defending
any claim asserted by any borrower or third party with respect to the Mortgage
Loan, establishing the validity or priority of any lien or any collateral
securing the Mortgage Loan or for any immediate servicing obligations. For a
period of two years from the Closing Date, so long as there remains any Mortgage
File as to which there is any uncured Document Defect and so long as the
applicable Mortgage Loan Seller shall provide the Officer's Certificate pursuant
to Section 3(c) of the First Union Mortgage Loan Purchase Agreement or the
Merrill Lynch Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly
basis prepare and deliver to the other parties a written report as to the status
of such uncured Document Defects as provided in Section 2.02(a). If the affected
Mortgage Loan is to be repurchased or substituted, the Master Servicer shall
designate the Certificate Account as the account to which funds in the amount of
the Purchase Price or the Substitution Shortfall Amount, as applicable, are to
be wired. Any such repurchase or substitution of a Mortgage Loan shall be on a
whole loan, servicing released basis.

            (b) 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-1 attached hereto) of a Servicing Officer of
the Master Servicer certifying as to the receipt of the applicable Purchase
Price(s) in the Certificate Account (in the case of any such repurchase) or the
receipt of the applicable Substitution Shortfall Amount(s) in the Certificate
Account and upon the delivery of the Mortgage File(s) and the Servicing File(s)
for the related Qualified Substitute Mortgage Loan(s) to the Custodian and the
Master Servicer, respectively (in the case of any such substitution), (i) the
Trustee shall execute and deliver such endorsements and assignments 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 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, upon delivery to each of them of
a receipt executed by the applicable Mortgage Loan Seller, all portions of the
Mortgage File and other documents pertaining to each such Mortgage Loan
possessed by it and 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 Mortgage Loan; 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. At the time a substitution is made, the related Mortgage
Loan Purchase Agreement will provide that the Mortgage Loan Seller shall deliver
the related Mortgage File to the Trustee and certify that the substitute
Mortgage Loan is a Qualified Substitute Mortgage Loan.

            (c)  No substitution of a Qualified Substitute Mortgage Loan or
Loans may be made in any calendar month after the Determination Date for such
month. Periodic Payments due with respect to any Qualified Substitute Mortgage
Loan after the related date of substitution shall be part of REMIC I. No
substitution of a Qualified Substitute Mortgage Loan for a deleted Majority
Mortgage Loan shall be permitted under this Agreement if after such
substitution, the aggregate of the Stated Principal Balances of all Qualified
Substitute Mortgage Loans which have been substituted for deleted Majority
Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of all the
Majority Mortgage Loans. Periodic Payments due with respect to any Qualified
Substitute Mortgage Loan on or prior to the related date of substitution shall
not be part of the Trust Fund, the Loan REMIC or REMIC I and will (to the extent
received by the Master Servicer) be remitted by the Master Servicer to the
applicable Mortgage Loan Seller promptly following receipt.

            (d) The First Union Mortgage Loan Purchase Agreement and the Merrill
Lynch Mortgage Loan Purchase 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 3 of the First Union Mortgage Loan Purchase Agreement and the Merrill
Lynch Mortgage Loan Purchase Agreement.

            SECTION 2.04 Representations and Warranties of Depositor.

            (a) The Depositor hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and to the Master
Servicer and the Special Servicer, 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 North
        Carolina.

                (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, 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 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 that, if
        determined adversely to the Depositor, would prohibit the Depositor from
        entering into this Agreement or that, 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
        to the Trust Fund pursuant to this Agreement, (A) the Depositor had good
        and marketable title to, and was the sole owner and holder of, each
        Mortgage Loan; and (B) the Depositor has full right and authority to
        sell, assign and transfer the Mortgage Loans and all servicing rights
        pertaining thereto.

                (ix) The Depositor is transferring the Mortgage Loans to the
        Trust Fund free and clear of any liens, pledges, charges and security
        interests.

            (b) The representations and warranties of the Depositor set forth in
Section 2.04(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 Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties.

            SECTION 2.05 Execution, Authentication and Delivery of Class V
Certificates; Creation of Loan REMIC Regular Interests.

            Concurrently with the assignment and in exchange for the Rite Aid
Mortgage Loan, (a) the Trustee agrees to hold the Rite Aid Mortgage Loan
included in the Loan REMIC, (b) the Trustee acknowledges the issuance of the
Loan REMIC Senior Regular Interest and the Loan REMIC Residual Interest, and (c)
the Certificate Registrar, pursuant to the written request of the Depositor
executed by an officer of the Depositor, has executed, and the Authenticating
Agent has authenticated and delivered to or upon the order of the Depositor, the
Class V Certificates in authorized denominations. The interests evidenced by the
Loan REMIC Residual Interest, together with the Loan REMIC Senior Regular
Interest and the Class V Certificates, constitute the entire beneficial
ownership of the Loan REMIC. The rights of the Holders of the Class R-I
Certificates as owners of the Loan REMIC Residual Interest, and the rights of
the Class V Certificateholders and REMIC I (as holder of the Loan REMIC Senior
Regular Interest) to receive distributions from the proceeds of the Loan REMIC
in respect of the Loan REMIC Residual Interest and the Loan REMIC Regular
Interests, respectively, and all ownership interests evidenced or constituted by
the Class V Certificates, the Loan REMIC Residual Interest and the Loan REMIC
Senior Regular Interest, shall be as set forth in this Agreement.

            SECTION 2.06 Conveyance of Mortgage Loans; Acceptance of REMIC I by
Trustee.

            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 Loan REMIC
Senior Regular Interest and all of the Majority Mortgage Loans and the other
property comprising REMIC I to the Trustee for the benefit of the Holders of the
Class R-I Certificates and REMIC II as the holder of the REMIC I Regular
Interests. The Trustee acknowledges the assignment to it of the Loan REMIC
Senior Regular Interest and the Majority Mortgage Loans and the other property
comprising REMIC I 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
R-I Certificates and REMIC II as the holder of the REMIC I Regular Interests.

            SECTION 2.07 Execution, Authentication and Delivery of Class R-I
Certificates.

            The Trustee pursuant to the written request of the Depositor
executed by an officer of the Depositor, has executed, as the Certificate
Registrar, authenticated, as the Authenticating Agent, and delivered to or upon
the order of the Depositor, the Class R-I Certificates in authorized
denominations.

            SECTION 2.08 Conveyance of REMIC I Regular Interests; Acceptance of
REMIC II by Trustee.

            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 REMIC I Regular
Interests to the Trustee for the benefit of the respective Holders of the REMIC
II Certificates. 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.

            SECTION 2.09 Execution, Authentication and Delivery of REMIC II
Certificates.

            Concurrently with the assignment to it of the REMIC I Regular
Interests and in exchange therefor, and pursuant to the written request of the
Depositor, executed by an affiliate of the Depositor, the Trustee, as
Certificate Registrar, has executed, and the Trustee, as the Authenticating
Agent, has authenticated and delivered to or upon the order of the Depositor,
the REMIC II Certificates in authorized denominations evidencing the entire
beneficial ownership of REMIC II. The rights of the holders of the respective
Classes of REMIC II Certificates to receive distributions from the proceeds of
REMIC II in respect of their REMIC II, and all ownership interests evidenced or
constituted by the respective Classes of REMIC II Certificates in such
distributions, shall be as set forth in this Agreement.

                                   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 Companion Loans that each is
obligated to service and administer pursuant to this Agreement on behalf of the
Trustee, for the benefit of the Certificateholders and in the case of the
Companion Loans, the Companion Holder, in accordance with any and all applicable
laws, the terms of this Agreement (and, with respect to a Loan Pair, the related
Co-Lender Agreement), the terms of the respective Mortgage Loans, and, if
applicable, the Companion 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 and the Companion Loans that are not Specially
Serviced Mortgage Loans, and (ii) the Special Servicer shall service and
administer each Specially Serviced Mortgage Loan and REO Property and shall
render such services with respect to all Mortgage Loans, Companion Loans and REO
Properties as are specifically provided for herein; provided, that the Master
Servicer shall continue to receive payments, make all calculations, and prepare,
or cause to be prepared, all reports required hereunder with respect to the
Specially Serviced Mortgage Loans, except for the reports specified herein as
prepared by the Special Servicer, as if no Servicing Transfer Event had occurred
and with respect to the REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred, and to render such incidental services with respect to
such Specially Serviced Mortgage Loans and REO Properties as are specifically
provided for herein; provided, further, however, that the Master Servicer shall
not be liable for its failure to comply with such duties insofar as such failure
results from a failure by the Special Servicer to provide sufficient information
to the Master Servicer to comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. All references
herein to the respective duties of the Master Servicer and the Special Servicer,
and to the areas in which they may exercise discretion, shall be subject to
Section 3.21.

            (b) Subject to Section 3.01(a) and Section 6.11, the Master Servicer
and the Special Servicer each shall have full power and authority, acting alone,
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 and
Companion Loans it is obligated to service hereunder, is hereby authorized and
empowered by the Trustee and, pursuant to each Co-Lender Agreement, the
Companion Holder to execute and deliver, on behalf of the Certificateholders,
the Companion Holder 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 Section 3.20 and
Section 6.11, any and all modifications, waivers, amendments or consents to or
with respect to any documents contained in the related Mortgage File; (iii) any
and all instruments of satisfaction or cancellation, or of partial or full
release, discharge, or assignment, and all other comparable instruments; and
(iv) pledge agreements and other defeasance documents in connection with a
defeasance contemplated pursuant to Section 3.20(h). Subject to Section 3.10,
the Trustee shall, at the written request of the Master Servicer or the Special
Servicer, promptly execute any limited powers of attorney and other documents
furnished by the Master Servicer or the Special Servicer that are necessary or
appropriate to enable them to carry out their servicing and administrative
duties hereunder; provided, however, that the Trustee shall not be held liable
for any misuse of any such power of attorney by the Master Servicer or the
Special Servicer.

            (c) The relationship of each of the Master Servicer and the 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 venture, partner or
agent. Unless the same Person acts as both Master Servicer and Special Servicer,
the Master Servicer shall not be responsible for the actions of or failure to
act by the Special Servicer and the Special Servicer shall not be responsible
for the actions of or the failure to act by the Master Servicer.

            (d) Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer make a Servicing Advance with respect to (i) any
Companion Loan to the extent the related AB Mortgage Loan has been paid in full
or is no longer included in the Trust Fund or (ii) the Rite Aid Mortgage Loan to
the extent that the Rite Aid Senior Balance has been reduced to zero.

            (e) Servicing and administration of each Companion Loan shall
continue hereunder for so long as the corresponding AB Mortgage Loan or any
related REO Property is part of the Trust Fund or for such longer period as any
amounts payable by the related Companion Holder to or for the benefit of the
Trust or any party hereto in accordance with the related Co-Lender Agreement
remain due and owing.

            SECTION 3.02 Collection of Mortgage Loan Payments.

            (a)  Each of the Master Servicer or the Special Servicer shall
undertake reasonable efforts consistent with the Servicing Standard to collect
all payments required under the terms and provisions of the Mortgage Loans and
Companion Loans it is obligated to service hereunder and shall, to the extent
such procedures shall be consistent with this Agreement, follow such collection
 procedures in accordance with the Servicing Standard; provided, that with
respect to the Mortgage Loans that have Anticipated Repayment Dates, so long as
the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Master Servicer and Special Servicer (including the
Special Servicer in its capacity as a Certificateholder), shall not take any
enforcement action with respect to the failure of the related Mortgagor to make
any payment of Additional Interest or principal in excess of the principal
component of the constant Periodic Payment, other than requests for collection,
until the maturity date of the related Mortgage Loan; provided,  that the
Master Servicer or Special Servicer, as the case may be, may take action to
enforce the Trust Fund's right to apply excess cash flow to principal in
accordance with the terms of the Mortgage Loan documents. Consistent with the
foregoing and subject to Section 3.20, the Special Servicer, with regard to a
Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a
Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage Loan,
may waive any Penalty Interest or late payment charge in connection with any
payment on a Mortgage Loan or Companion Loan.

            (b) All amounts collected in respect of any Mortgage Loan or
Companion Loan in the form of payments from Mortgagors, Liquidation Proceeds
(insofar as such Liquidation Proceeds are of the nature described in clauses (i)
through (iii) of the definition thereof) or Insurance Proceeds shall be applied
to either amounts due and owing under the related Mortgage Note and Mortgage
(including, without limitation, for principal and accrued and unpaid interest)
in accordance with the express provisions of the related Mortgage Note and
Mortgage (and, with respect to a Loan Pair, the related Co-Lender Agreement)
(or, if required pursuant to the express provisions of the related Mortgage, or
as determined by the Master Servicer or Special Servicer in accordance with the
Servicing Standard, to the repair or restoration of the related Mortgaged
Property, and, in the absence of such express provisions, shall be applied for
purposes of this Agreement: first, as a recovery of any related and unreimbursed
Advances plus unreimbursed interest accrued thereon; second, as a recovery of
accrued and unpaid interest at the related Mortgage Rate on such Mortgage Loan,
to the extent such amounts have not been previously advanced, and exclusive of
any portion thereof that constitutes Additional Interest; third, as a recovery
of principal of such Mortgage Loan then due and owing, to the extent such
amounts have not been previously advanced, including, without limitation, by
reason of acceleration of the Mortgage Loan following a default thereunder;
fourth, in accordance with the normal servicing practices of the Master
Servicer, as a recovery of any other amounts then due and owing under such
Mortgage Loan (other than Additional Interest), including, without limitation,
Prepayment Premiums, Yield Maintenance Charges and Penalty Interest; fifth, as a
recovery of any remaining principal of such Mortgage Loan to the extent of its
entire remaining unpaid principal balance; and sixth, with respect to any ARD
Loan after its Anticipated Repayment Date, as a recovery of any unpaid
Additional Interest. All amounts collected on any Mortgage Loan in the form of
Liquidation Proceeds of the nature described in clauses (iv) through (vi) of the
definition thereof shall be deemed to be applied: first, as a recovery of any
related and unreimbursed Advances plus interest accrued thereon; second, as a
recovery of accrued and unpaid interest at the related Mortgage Rate on such
Mortgage Loan to but not including the Due Date in the Collection Period of
receipt, to the extent such amounts have not been previously advanced, and
exclusive of any portion thereof that constitutes Additional Interest; third, as
a recovery of principal, to the extent such amounts have not been previously
advanced, of such Mortgage Loan to the extent of its entire unpaid principal
balance; and fourth, with respect to any ARD Loan after its Anticipated
Repayment Date, as a recovery of any unpaid Additional Interest. No such amounts
shall be applied to the items constituting additional servicing compensation as
described in the first sentence of Section 3.11(b) or 3.11(d) unless and until
all principal and interest then due and payable on such Mortgage Loan has been
collected. Amounts collected on any REO Loan shall be deemed to be applied in
accordance with the definition thereof. The provisions of this paragraph with
respect to the application of amounts collected on any Mortgage Loan shall not
alter in any way the right of the Master Servicer, the Special Servicer or any
other Person to receive payments from the Certificate Account as set forth in
clauses (ii) through (xiv) of Section 3.05(a) from amounts so applied.

            (c) Within 30 days after the Closing Date, the Master Servicer shall
notify the Lease Enhancement Policy Insurer and RVI Policy Insurer that (i) both
the Master Servicer and the Special Servicer shall be sent notices under each
Lease Enhancement Policy and RVI Policy and (ii) Wells Fargo Bank Minnesota,
N.A., as trustee for the registered holders of the First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2001-C2, respectively, shall be the loss payee under each RVI Policy and shall
be named the insured party under each Lease Enhancement Policy. In the event
that the Master Servicer has actual knowledge of an Insured Event under any
Lease Enhancement Policy or RVI Policy, the Master Servicer shall notify the
Special Servicer thereof within three Business Days after learning of such
event. With respect to each Lease Enhancement Policy and RVI Policy, the Master
Servicer and the Special Servicer shall each review and familiarize itself with
the terms and conditions relating to enforcement of claims and shall monitor the
dates by which any claim must be made or any action must be taken under such
policy. The Special Servicer shall prepare and file a "proof of loss" form with
the Lease Enhancement Policy Insurer or the RVI Policy Insurer, as the case may
be, within five Business Days after receiving notice or obtaining actual
knowledge of any Insured Event under the related policy and shall diligently
process any claims under such policy in accordance with the Servicing Standard.
The Special Servicer shall abide by the terms and conditions relating to
enforcing claims and monitor the dates by which any claim or action must be
taken (including delivering any notices to the Lease Enhancement Policy Insurer
or RVI Policy Insurer or performing any actions required under each policy)
under each RVI Policy and Lease Enhancement Policy to realize the full value of
such RVI Policy and Lease Enhancement Policy for the benefit of the
Certificateholders. The Special Servicer shall give notice to the Master
Servicer of any claim made under any Lease Enhancement Policy and RVI Policy and
of any Policy Termination Event of which the Master Servicer does not already
have notice.

            (d) In the event that the Master Servicer receives notice of any
Policy Termination Event, the Master Servicer shall, within three Business Days
after receipt of such notice, notify the Special Servicer, the Trustee and the
Rating Agencies of such Policy Termination Event in writing. Upon receipt of
such notice, the Special Servicer shall, notwithstanding that the servicing of
the related Mortgage Loan may not have been transferred to the Special Servicer
in accordance with Section 3.21 hereof, address such Policy Termination Event in
accordance with the Servicing Standard. Any legal fees incurred in connection
with a resolution of a Policy Termination Event shall be paid by the Master
Servicer as a Servicing Advance or if such advance is deemed to be a
Nonrecoverable Advance such fees shall be reimbursable to it as an Additional
Trust Fund Expense from the Certificate Account pursuant to Section 3.05(a).

            (e) Within 60 days after the Closing Date, the Master Servicer shall
notify each provider of a letter of credit for each Mortgage Loan identified as
having a letter of credit on the Mortgage Loan Schedule, that the Master
Servicer or the Special Servicer on behalf of the Trustee for the benefit of the
Certificateholders shall be the beneficiary under each such letter of credit.

            (f) In the event that the Master Servicer or Special Servicer
receives Additional Interest in any Collection Period, or receives notice from
the related Mortgagor that the Master Servicer or Special Servicer will be
receiving Additional Interest in any Collection Period, the Master Servicer or
Special Servicer, as applicable, will promptly notify the Trustee. Subject to
the provisions of Section 3.02(a) hereof, none of the Master Servicer, the
Trustee nor the Special Servicer shall be responsible for any such Additional
Interest not collected after notice from the related Mortgagor.

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

            (a) The Master Servicer shall, as to all Mortgage Loans and
Companion Loans, establish and maintain one or more accounts (the "Servicing
Accounts"), into which all Escrow Payments shall be deposited and retained, and
shall administer such accounts in accordance with the terms of the Mortgage Loan
documents. Each Servicing Account shall be an Eligible Account. Withdrawals of
amounts so collected from a Servicing Account may be made (to the extent amounts
have been escrowed for such purpose) only to: (i) effect payment of items for
which Escrow Payments were collected and comparable items; (ii) reimburse the
Master Servicer or the Trustee for any unreimbursed Servicing Advances; (iii)
refund to Mortgagors any sums as may be determined to be overages; (iv) pay
interest, if required and as described below, to Mortgagors on balances in the
Servicing Account; (v) pay itself interest and investment income on balances in
the Servicing Account as described in Section 3.06(b), if and to the extent not
required by law or the terms of Mortgage Loan to be paid to the Mortgagor; (vi)
withdraw amounts deposited in error or (vii) clear and terminate the Servicing
Account at the termination of this Agreement in accordance with Section 9.01. To
the extent permitted by law or the applicable Mortgage Loan, funds in the
Servicing Accounts may be invested only in Permitted Investments in accordance
with the provisions of Section 3.06 and in accordance with the terms of the
related Mortgage Loan documents. The Master Servicer shall pay or cause to be
paid to the Mortgagors 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 Servicing Accounts shall not be considered part of
the segregated pool of assets constituting the Loan REMIC, REMIC I, REMIC II or
the Grantor Trust.

            (b) The Master Servicer (or the Special Servicer for Specially
Serviced Mortgage Loans and REO Loans) shall (i) maintain accurate records with
respect to the related Mortgaged Property reflecting the status of real estate
taxes, assessments and other similar items that are or may become a lien thereon
and the status of insurance premiums and any ground rents payable in respect
thereof and (ii) use reasonable efforts to obtain, from time to time, all bills
for the payment of such items (including renewal premiums) and shall effect
payment thereof prior to the applicable penalty or termination date and, in any
event, prior to the institution of foreclosure or similar proceedings with
respect to the related Mortgaged Property for nonpayment of such items. For
purposes of effecting any such payment for which it is responsible, the Master
Servicer shall apply Escrow Payments (at the direction of the Special Servicer
for Specially Serviced Mortgage Loans and REO Loans) as allowed under the terms
of the related Mortgage Loan or Companion Loan or, if such Mortgage Loan or
Companion 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, the Master Servicer shall, as to all Mortgage
Loans or Companion Loans, use reasonable efforts consistent with the Servicing
Standard to enforce the requirement of the related Mortgage that the Mortgagor
make payments in respect of such items at the time they first become due, and,
in any event, prior to the institution of foreclosure or similar proceedings
with respect to the related Mortgaged Property for nonpayment of such items.

            (c) The Master Servicer shall, as to all Mortgage Loans and
Companion Loans, subject to Section 3.01(d), make a Servicing Advance with
respect to the related Mortgaged Property in an amount equal to all such funds
as are necessary for the purpose of effecting the payment of (i) real estate
taxes, assessments, penalties and other similar items, (ii) ground 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; provided that the Master Servicer shall not
make any Servicing Advance prior to the penalty date or cancellation date, as
applicable, if the Master Servicer reasonably anticipates in accordance with the
Servicing Standard that the Mortgagor will pay such amount on or before the
penalty date or cancellation date, and provided, further, that the Master
Servicer shall not be obligated to make any Servicing Advance that would, if
made, constitute a Nonrecoverable Servicing Advance. All such Servicing Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors, and further as provided in Section 3.05(a). No costs incurred by the
Master Servicer in effecting the payment of real estate taxes, assessments and,
if applicable, ground rents on or in respect of such Mortgaged Properties shall,
for purposes of this Agreement, including, without limitation, the Paying
Agent's calculation of monthly distributions to Certificateholders, be added to
the unpaid Stated Principal Balances of the related Mortgage Loans or Companion
Loans, notwithstanding that the terms of such Mortgage Loans or Companion Loans
so permit. The foregoing shall in no way limit the Master Servicer's ability to
charge and collect from the Mortgagor such costs together with interest thereon.

            The Special Servicer shall give the Master Servicer and the Trustee
not less than five Business Days' notice with respect to Servicing Advances to
be made on any Specially Serviced Mortgage Loan or REO Property, before the date
on which the Master Servicer is required to make any Servicing Advance with
respect to a given Mortgage Loan or REO Property; provided, however, that only
two Business Days' notice shall be required in respect of Servicing Advances
required to be made on an urgent or emergency basis (which may include, without
limitation, Servicing Advances required to make tax or insurance payments). In
addition, the Special Servicer shall provide the Master Servicer and the Trustee
with such information in its possession as the Master Servicer or the Trustee,
as applicable, may reasonably request to enable the Master Servicer or the
Trustee, as applicable, to determine whether a requested Servicing Advance would
constitute a Nonrecoverable Servicing Advance. Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be
a determination by the Special Servicer that such requested Servicing Advance is
not a Nonrecoverable Servicing Advance, and the Master Servicer shall be
entitled to conclusively rely on such determination. On the fourth Business Day
before each Distribution Date, the Special Servicer shall report to the Master
Servicer the Special Servicer's determination as to whether any Servicing
Advance previously made with respect to a Specially Serviced Mortgage Loan or
REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be
entitled to conclusively rely on such a determination.

            If the Master Servicer is required under any provision of this
Agreement (including, but not limited to, this Section 3.03(c)) to make a
Servicing Advance, but does not do so within 15 days after such Advance is
required to be made, the Trustee shall, if a Responsible Officer of the Trustee
has actual knowledge of such failure on the part of the Master Servicer, give
written notice of such failure to the Master Servicer. If such Servicing Advance
is not made by the Master Servicer within three Business Days after such notice
then (subject to a determination that such Servicing Advance would not be a
Nonrecoverable Servicing Advance) the Trustee shall make such Servicing Advance.
Any failure by the Master Servicer to make a Servicing Advance hereunder shall
constitute an Event of Default by the Master Servicer subject to and as provided
in Section 7.01.

            (d)  In connection with its recovery of any Servicing Advance
from the Certificate Account pursuant to Section 3.05(a), each of the Master
Servicer and the Trustee shall be entitled to receive, out of any amounts then
on deposit in the Certificate Account, any unpaid interest at the Reimbursement
Rate in effect from time to time, compounded annually, accrued on the amount of
such Servicing Advance (to the extent made with its own funds) from the date
made to but not including the date of reimbursement such interest to be payable,
subject to the terms of a Co-Lender Agreement with respect to the related Loan
Pair, first out of late payment charges and Penalty Interest received on the
related Mortgage Loan or REO Property during the Collection Period in which such
reimbursement is made, and to the extent that such late payment charges and
Penalty Interest are insufficient, but only after or at the same time the
related Advance has been or is reimbursed pursuant to this Agreement, then from
general collections on the Mortgage Loans then on deposit in the Certificate
Account. To the extent the Master Servicer receives late payment charges or
Penalty Interest on a Mortgage Loan for which interest on Advances related to
such Mortgage Loan has been paid from general collections on deposit in the
Certificate Account during the preceding 12-month period and not previously
reimbursed, the Master Servicer shall deposit in the Certificate Account, on or
prior to the P&I Advance Date following the collection of such late payment
charges or Penalty Interest, an amount equal to the lesser of (i) the amount of
late payment charges or Penalty Interest received on such Mortgage Loan or (ii)
the amount of interest paid to the Master Servicer on the related Servicing
Advance for such Mortgage Loan during such 12-month period for which the Trust
Fund has not been previously reimbursed. The Master Servicer shall reimburse
itself or the Trustee, as applicable, for any outstanding Servicing Advance made
thereby as soon as practicable after funds available for such purpose have been
received by the Master Servicer, and in no event shall interest accrue in
accordance with this Section 3.03(d) on any Servicing Advance as to which the
corresponding Escrow Payment or other similar payment by the Mortgagor was
received by the Master Servicer on or prior to the date the related Servicing
Advance was made. Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer or the Trustee be entitled to reimbursement from funds
on deposit in the Certificate Account for any Servicing Advance made with
respect to any Companion Loan to the extent the related AB Mortgage Loan has
been paid in full.

            (e) The determination by the Master Servicer that it has made a
Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if
made, would constitute a Nonrecoverable Servicing Advance, shall be made in
accordance with the Servicing Standard and shall be evidenced by an Officers'
Certificate delivered promptly to the Trustee and the Depositor, setting forth
the basis for such determination, together with a copy of any Appraisal (the
cost of which may be paid out of the Certificate Account pursuant to Section
3.05(a)) of the related Mortgaged Property or REO Property, as the case may be;
which Appraisal shall be conducted pursuant to Section 3.09(a) by the Master
Servicer, or by or on behalf of the Special Servicer if the Mortgage Loan is a
Defaulted Mortgage Loan or, if no such Appraisal has been performed, a copy of
an Appraisal of the related Mortgaged Property or REO Property, performed within
the twelve months preceding such determination and the party delivering such
appraisal has no actual knowledge of a material adverse change in the condition
of the related Mortgaged Property that would draw into question the
applicability of such Appraisal, by an Independent Appraiser or other expert in
real estate matters, and further accompanied by related Mortgagor operating
statements and financial statements, budgets and rent rolls of the related
Mortgaged Property and any engineers' reports, environmental surveys or similar
reports that the Master Servicer or the Special Servicer may have obtained and
that support such determination. The Trustee shall be entitled to rely,
conclusively, on any determination by the Master Servicer or the Special
Servicer that a Servicing Advance, if made, would be a Nonrecoverable Advance;
provided, however, that if the Master Servicer has failed to make a Servicing
Advance for reasons other than a determination by the Master Servicer that such
Servicing Advance would be a Nonrecoverable Advance, the Trustee shall make such
Servicing Advance within the time periods required by Section 3.03(c) unless the
Trustee in good faith, makes a determination that such Servicing Advance would
be a Nonrecoverable Advance.

            (f) The Master Servicer shall, as to all Mortgage Loans and
Companion 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 (i) to
pay for, or to reimburse the related Mortgagor in connection with, the related
environmental remediation, repairs and/or capital improvements at the related
Mortgaged Property if the repairs and/or capital improvements have been
completed, and such withdrawals are made in accordance with the Servicing
Standard and the terms of the related Mortgage Note, Mortgage and any agreement
with the related Mortgagor governing such Reserve Funds and any other items for
which such Reserve Funds were intended pursuant to the loan documents and (ii)
to pay the Master Servicer interest and investment income earned on amounts in
the Reserve Accounts as described below if permitted under the related Mortgage
Loan documents. To the extent permitted in the applicable Mortgage, funds in the
Reserve Accounts to the extent invested may be only invested in Permitted
Investments in accordance with the provisions of Section 3.06. All Reserve
Accounts shall be Eligible Accounts. The Reserve Accounts shall not be
considered part of the segregated pool of assets comprising The Loan REMIC,
REMIC I, REMIC II or the Grantor Trust. Consistent with the Servicing Standard,
the Master Servicer may waive or extend the date set forth in any agreement
governing such Reserve Funds by which the required repairs and/or capital
improvements at the related Mortgaged Property must be completed.

            SECTION 3.04 Certificate Account, Interest Reserve Account,
Additional Interest Account, Distribution Account and Companion 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 one Business Day of receipt
of available funds (in the case of payments by Mortgagors or other collections
on the Mortgage Loans or Companion Loans) or as otherwise required hereunder,
the following payments and collections received or made by the Master Servicer
or on its behalf subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans or Companion Loans due and payable
on or before the Cut-off Date, which payments shall be delivered promptly to the
applicable Mortgage Loan Seller or its designee, with negotiable instruments
endorsed as necessary and appropriate without recourse), other than amounts
received from Mortgagors which are to be used to purchase defeasance collateral,
or payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:

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

                (ii) all payments on account of interest on the Mortgage Loans
        or Companion Loans, including Additional Interest;

                (iii) all Prepayment Premiums and Yield Maintenance Charges;

                (iv) all Insurance Proceeds and Liquidation Proceeds (other than
        Liquidation Proceeds described in clause (vi) of the definition thereof
        that are required to be deposited in the Distribution Account pursuant
        to Section 9.01) received in respect of any Mortgage Loan and Companion
        Loan;

                (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 hazard policy;

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

                (viii) any amount in respect of Purchase Prices and Substitution
        Shortfall Amounts pursuant to Section 2.03(b);

                (ix) any amount required to be deposited by the Master Servicer
        pursuant to Section 3.19(a) in connection with Prepayment Interest
        Shortfalls;

                (x) any amount required to be deposited by the Master Servicer
        pursuant to Section 3.03(d) and 4.03(d) in connection with reimbursing
        the Trust Fund for interest paid on a P&I Advance or Servicing Advance,
        as applicable; and

                (xi) any amount paid by a Mortgagor to cover items for which a
        Servicing Advance has been previously made and for which the Master
        Servicer, Special Servicer or the Trustee, as applicable, has been
        previously reimbursed out of the Certificate Account.

            The foregoing requirements for deposit in the Certificate Account
shall be exclusive. Notwithstanding the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, amounts to be deposited in Reserve
Accounts, and amounts that the Master Servicer and the Special Servicer are
entitled to retain as additional servicing compensation pursuant to Sections
3.11(b) and (d), need not be deposited by the Master Servicer in the Certificate
Account. If the Master Servicer shall deposit in the Certificate Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from the Certificate Account, any provision herein to the contrary
notwithstanding. The Master Servicer shall promptly deliver to the Special
Servicer as additional servicing compensation in accordance with Section
3.11(d), assumption fees, late payment charges (to the extent not applied to pay
interest on Advances as provided in Sections 3.03(d) or 4.03(d) and other
transaction fees or other expenses received by the Master Servicer to which the
Special Servicer is entitled pursuant to either of such Sections upon receipt of
a certificate of a Servicing Officer of the Special Servicer describing the item
and amount. 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 and the other accounts of the Master Servicer.

            Upon receipt of any of the amounts described in clauses (i) through
(iv) above with respect to any Mortgage Loan or Companion Loan, the Special
Servicer shall promptly, but in no event later than one Business Day after
receipt of available funds, remit such amounts (net of any reimbursable expenses
incurred by the Special Servicer) to or at the direction of 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. 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 three 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 Paying Agent shall establish and maintain one or more trust
accounts (collectively, the "Distribution Account") at the Corporate Trust
Office to be held in trust for the benefit of the Certificateholders. The
Companion Paying Agent shall establish and maintain a trust account for
distributions to the Companion Loans (the "Companion Distribution Account") at
the Corporate Trust Office to be held in trust for the benefit of the Companion
Holder. The Distribution Account and the Companion Distribution Account shall be
Eligible Accounts. The Master Servicer shall deliver to the Paying Agent each
month on or before 2:00 PM (New York City time) on the P&I Advance Date therein,
for deposit in the Distribution Account, an aggregate amount of immediately
available funds equal to that portion of the Available Distribution Amount
(calculated without regard to clauses (I)(a)(ii), (I)(a)(v), (I)(b)(ii)(B) and
(II) of the definition thereof) and the Rite Aid Available Distribution Amount
(calculated without regard to clauses (a)(ii) and (b)(ii)(B) of the definition
thereof) for the related Distribution Date then on deposit in the Certificate
Account, together with (i) any Prepayment Premiums, Yield Maintenance Charges
and/or Additional Interest received on the Mortgage Loans during the related
Collection Period, and (ii) in the case of the final Distribution Date, any
additional amounts contemplated by the second paragraph of Section 9.01.

            The Master Servicer shall deliver to the Companion Paying Agent each
month on or before 2:00 p.m. on the P&I Advance Date therein, for deposit in the
Companion Distribution Account, an aggregate amount of immediately available
funds equal to the amount available to be distributed to the related Companion
Holder pursuant to the related Co-Lender Agreement.

            In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Paying Agent 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); and

                (ii) the Purchase Price paid in connection with the purchase by
        the Master Servicer of all of the Mortgage Loans and any REO Properties
        pursuant to Section 9.01, exclusive of the portion of such amounts
        required to be deposited in the Certificate Account pursuant to Section
        9.01.

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

            (c) The Master Servicer shall establish and maintain one or more
accounts (collectively, the "Interest Reserve Account"), held on behalf of the
Trustee in trust for the benefit of the Certificateholders. The Interest Reserve
Account shall be an Eligible Account. On or before each Distribution Date in
February and, during each year that is not a leap year, January, the Master
Servicer shall withdraw from the Certificate Account and deposit in the Interest
Reserve Account, with respect to each Interest Reserve Loan, an amount equal to
the Interest Reserve Amount in respect of such Interest Reserve Loan for such
Distribution Date (such withdrawal from the Certificate Account to be made out
of general collections on the Mortgage Pool where any related P&I Advance was
deposited in the Distribution Account).

            (d) Prior to any Collection Period during which Additional Interest
is received, and upon notification from the Master Servicer or Special Servicer
pursuant to Section 3.02(f), the Trustee, on behalf of the Certificateholders
shall establish and maintain the Additional Interest Account in the name of the
Trustee in trust for the benefit of the Class Z-I and Class Z-II
Certificateholders. The Additional Interest Account shall be established and
maintained as an Eligible Account. Prior to the applicable Distribution Date,
the Master Servicer shall remit to the Trustee for deposit in the Additional
Interest Account an amount equal to the Additional Interest received during the
applicable Collection Period.

            Following the distribution of Additional Interest to Class Z-I and
Class Z-II Certificateholders on the first Distribution Date after which there
are no longer any Mortgage Loans outstanding which pursuant to their terms could
pay Additional Interest,  the Trustee shall terminate the Additional Interest
Account.

            (e) Funds in the Certificate Account and the Interest Reserve
Account may be invested only in Permitted Investments in accordance with the
provisions of Section 3.06. The Master Servicer shall give written notice to the
Trustee, the Special Servicer and the Rating Agencies 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 Paying Agent shall give
notice to the Trustee, the Master Servicer, the Special Servicer and the Rating
Agencies of any new location of the Distribution Account prior to any change
thereof.

            SECTION 3.05 Permitted Withdrawals From the Certificate Account,
Interest Reserve Account, the Additional Interest 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)(A) to remit to the Paying Agent for deposit in the
        Distribution Account the amounts required to be so deposited pursuant to
        the first paragraph of Section 3.04(b) and any amount that may be
        applied to make P&I Advances pursuant to Section 4.03(a); and (B) to
        remit to the Companion Paying Agent for deposit in each Companion
        Distribution Account the amounts required to be so deposited pursuant to
        the second paragraph of Section 3.04(b) and any amount relating to a
        Companion Loan that may be applied to make P&I Advances pursuant to
        Section 4.03(a);

                (ii) to reimburse the Trustee and itself, in that order, for
        unreimbursed P&I Advances, the Trustee's and Master Servicer's right to
        reimbursement pursuant to this clause (ii) with respect to any P&I
        Advance (other than Nonrecoverable Advances, which are reimbursable
        pursuant to clause (vii) below) being limited to amounts that represent
        Late Collections of interest (net of the related Servicing Fees) and
        principal (net of any related Workout Fee or Principal Recovery Fee) (A)
        received in respect of the particular Mortgage Loan or REO Loan as to
        which such P&I Advance was made and (B) if the P&I Advance was made in
        respect to an AB Mortgage Loan, received in respect of the related
        Companion Loan;

                (iii) to pay to itself earned and unpaid Master Servicing Fees
        in respect of each Mortgage Loan (except with respect to the Rite Aid
        Subordinate Component of the Rite Aid 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 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 earned and unpaid Special
        Servicing Fees in respect of each Specially Serviced Mortgage Loan and
        REO Loan;

                (v) to pay the Special Servicer (or, if applicable, a
        predecessor Special Servicer) earned and unpaid Workout Fees or
        Principal Recovery Fees in respect of each Specially Serviced Mortgage
        Loan, Corrected Mortgage Loan and REO Loan, the Special Servicer's (or,
        if applicable, any predecessor Special Servicer's) right to payment
        pursuant to this clause (v) with respect to any such Mortgage Loan or
        REO Loan being limited to amounts received on or in respect of such
        Specially Serviced Mortgage Loan or Corrected Mortgage Loan (whether in
        the form of payments or Liquidation Proceeds) or such REO Loan (whether
        in the form of REO Revenues or Liquidation Proceeds) that are allocable
        as a recovery of principal or interest thereon (provided that no
        Principal Recovery Fee shall be payable out of (i) Insurance Proceeds
        and (ii) any Liquidation Proceeds received in connection with a
        condemnation or the purchase of any Mortgage Loan or REO Property by a
        Mortgage Loan Seller pursuant to the First Union Mortgage Loan Purchase
        Agreement or the Merrill Lynch Mortgage Loan Purchase Agreement, by the
        Class V Certificateholder pursuant to Section 3.18(j), by the Majority
        Subordinate Certificateholder, the Master Servicer, the Companion
        Holder, any of the Mortgage Loan Sellers or the Special Servicer as
        described in Section 3.18(b) or by the Master Servicer, the Special
        Servicer or the Majority Subordinate Certificateholder pursuant to
        Section 9.01);

                (vi) to reimburse the Trustee or itself, in that order, for any
        unreimbursed Servicing Advances, the Trustee's and the Master Servicer's
        respective rights to reimbursement pursuant to this clause (vi) with
        respect to any Servicing Advance being limited to payments made by the
        related Mortgagor that are allocable to such Servicing Advance, or to
        Liquidation Proceeds, Insurance Proceeds and, if applicable, REO
        Revenues received in respect of the particular Mortgage Loan, Companion
        Loan or REO Property as to which such Servicing Advance was made;

                (vii) to reimburse the Trustee or itself, in that order, for any
        unreimbursed Advances that have been or are determined to be
        Nonrecoverable Advances or to pay itself, with respect to any Mortgage
        Loan, Companion Loan or any REO Property, any related earned Master
        Servicing Fee that remained unpaid in accordance with clause (iii) above
        following a Final Recovery Determination made with respect to such
        Mortgage Loan or REO Property and the deposit into the Certificate
        Account of all amounts received in connection therewith;

                (viii) at such time as it reimburses the Trustee or itself, in
        that order, for any unreimbursed Advance pursuant to clause (ii), (vi)
        or (vii) above, to pay the Trustee or itself, as the case may be, in
        that order, any interest accrued and payable thereon in accordance with
        Section 3.03(d) or 4.03(d), as applicable; the Master Servicer's rights
        to payment pursuant to this clause (viii) with respect to interest on
        any Advance being permitted to be satisfied (A) subject to the terms of
        the Co-Lender Agreement with respect to the related Loan Pair, out of
        late payment charges and Penalty Interest collected on or in respect of
        the related Mortgage Loan (and if the Advance was made with respect to
        an AB Mortgage Loan; out of such amounts collected on or in respect of
        the related Companion Loan) and REO Loan, during the Collection Period
        in which such Advance is reimbursed (the use of such late payment
        charges and Penalty Interest to be allocated between the Master Servicer
        and the Special Servicer on a pro rata basis based on the amount of late
        payment charges and Penalty Interest that the Master Servicer and the
        Special Servicer have received as additional servicing compensation
        during such period), and (B) to the extent that the late payment charges
        and Penalty Interest described in the immediately preceding clause (A)
        are insufficient, but only at the same time or after such Advance has
        been reimbursed, out of general collections on the Mortgage Loans,
        Companion Loans and any REO Properties on deposit in the Certificate
        Account;

                (ix) to pay for costs and expenses incurred by the Trust Fund
        pursuant to Section 3.12(a);

                (x)to pay itself, as additional servicing compensation in
        accordance with Section 3.11(b), (A) interest and investment income
        earned in respect of amounts held in the Certificate Account as provided
        in Section 3.06(b), but only to the extent of the Net Investment
        Earnings with respect to the Certificate Account for any Collection
        Period; (B) any Prepayment Interest Excesses, and (C) Penalty Interest
        and late payment charges (to the extent such Penalty Interest and/or
        late payment charges were not applied to offset interest on Advances
        pursuant to clause (viii)(A) or inspection expenses pursuant to Section
        3.12(a));

                (xi) to pay for the cost of an independent appraiser or other
        expert in real estate matters retained pursuant to Section 3.03(e),
        3.09(a), 3.18 or 4.03(c);

                (xii) to pay itself, the Special Servicer, the Depositor, or any
        of their respective directors, officers, members, managers, employees
        and agents, as the case may be, any amounts payable to any such Person
        pursuant to Section 6.03;

                (xiii) to pay for (A) the advice of counsel and tax accountants
        contemplated by Section 3.17(a)(iii), (B) the cost of the Opinions of
        Counsel contemplated by Sections 3.09(b)(ii), 3.20(d) and 11.02(a), (C)
        the cost of an Opinion of Counsel contemplated by Section 11.01(a) or
        11.01(c) in connection with any amendment to this Agreement requested by
        the Master Servicer or the Special Servicer that protects or is in
        furtherance of the rights and interests of Certificateholders, and (D)
        the cost of recording this Agreement in accordance with Section
        11.02(a);

                (xiv) to pay itself, the Special Servicer, any of the Mortgage
        Loan Sellers, the Majority Subordinate Certificateholder, the Class V
        Certificateholder, a Companion Holder, 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 withdraw any Interest Reserve Amount and deposit such
        Interest Reserve Amount into the Interest Reserve Account pursuant to
        Section 3.04(c);

                (xvi) to remit to the Trustee for deposit into the Additional
        Interest Account the amounts required to be deposited pursuant to
        Section 3.04(d);

                (xvii) to remit to the Paying Agent for deposit into the
        Distribution Account the amounts required to be deposited pursuant to
        Section 3.04(b);

                (xviii) to remit to the Companion Paying Agent for deposit into
        the Companion Distribution Account the amounts required to be deposited
        pursuant to Section 3.04(b);

                (xix) to pay the cost of any Environmental Assessment or any
        remedial, corrective or other action pursuant to Section 3.09(c);

                (xx) to withdraw any amounts deposited in error;

                (xxi) to withdraw any other amounts that this Agreement
        expressly provides may be withdrawn from the Certificate Account; and

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

            The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan and property-by-property basis when appropriate, in
connection with any withdrawal from the Certificate Account pursuant to clauses
(ii)-(xix) above. Notwithstanding anything in this Section 3.05(a) to the
contrary, in no event shall the Master Servicer withdraw from funds on deposit
in the Certificate Account any amount to be applied to, or to provide
reimbursement for, any amounts referenced in this Section 3.05(a) (other than
amounts referenced in clause (xviii)) which relate to any Companion Loan to the
extent the related AB Mortgage Loan has been paid in full in a prior Collection
Period.

            The Master Servicer shall pay to the Special Servicer (or to third
party contractors at the direction of the Special Servicer) or the Trustee from
the Certificate Account amounts permitted to be paid to the Special Servicer (or
to such third party contractors) or the Trustee therefrom promptly upon receipt
of a certificate of a Servicing Officer of the Special Servicer or of a
Responsible Officer of the Trustee describing the item and amount to which the
Special Servicer (or such third party contractors) or the Trustee 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.
With respect to each Mortgage Loan or Companion Loan for which it makes an
Advance, the Trustee shall similarly keep and maintain separate accounting for
each Mortgage Loan, on a loan-by-loan and property-by-property basis, for the
purpose of justifying any request for withdrawal from the Certificate Account
for reimbursements of Advances or interest thereon.

            (b)  The Paying Agent may, from time to time, make withdrawals
from the Distribution Account for any of the following purposes (in no
particular order of priority):

                (i) to make deemed distributions to itself as holder of the Loan
        REMIC Senior Regular Interest and the REMIC I Regular Interests and to
        make distributions to Certificateholders on each Distribution Date
        pursuant to Section 4.01 or 9.01, as applicable;

                (ii) to pay the Trustee or any of its directors, officers,
        employees and agents, as the case may be, any amounts payable or
        reimbursable to any such Person pursuant to Section 8.05 to the extent
        not paid pursuant to Section 4.01(j);

                (iii) to pay the Trustee the Trustee Fee as contemplated by
        Section 8.05(a) hereof with respect to the Mortgage Loans (except with
        respect to the Rite Aid Subordinate Component of the Rite Aid Mortgage
        Loan);

                (iv) to pay for the cost of the Opinions of Counsel sought by
        the Trustee (A) as provided in clause (v) of the definition of
        "Disqualified Organization", (B) as contemplated by Section 3.20(d),
        9.02(a)(i) and 10.01(h), or (C) as contemplated by Section 11.01(a) or
        11.01(c) in connection with any amendment to this Agreement requested by
        the Trustee which amendment is in furtherance of the rights and
        interests of Certificateholders, in each case, to the extent not paid
        pursuant to Section 4.01(j);

                (v) to pay any and all federal, state and local taxes imposed on
        any of the REMICs created hereunder or on the assets or transactions of
        any such REMIC, together with all incidental costs and expenses, to the
        extent none of the Trustee, the REMIC Administrator, the Master Servicer
        or the Special Servicer is liable therefor pursuant to Section 10.01(i);

                (vi) to pay the REMIC Administrator any amounts reimbursable to
        it pursuant to Section 10.01(e);

                (vii) to pay to the Master Servicer any amounts deposited by the
        Master Servicer in the Distribution Account not required to be deposited
        therein; and

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

            (c) The Companion Paying Agent may, from time to time, make
withdrawals from the Companion Distribution Account as contemplated by Section
4.01(j).

            (d) The Master Servicer shall on each P&I Advance Date to occur in
March of each year, withdraw from the Interest Reserve Account and deposit into
the Distribution Account in respect of each Interest Reserve Loan, an amount
equal to the aggregate of the Interest Reserve Amounts deposited into the
Interest Reserve Account pursuant to Section 3.04(c) during the immediately
preceding Collection Period and, if applicable, the second preceding Collection
Period.

            (e) The Paying Agent shall, on any Distribution Date, make
withdrawals from the Additional Interest Account to the extent required to make
the distributions of Additional Interest required by Section 4.01(b).

            SECTION 3.06 Investment of Funds in the Servicing Accounts, the
Reserve Accounts, the Certificate Account, the Interest Reserve Account, the
Distribution Account, the Companion Distribution Account, the Additional
Interest Account and the REO Account.

            (a)  The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Interest
Reserve Account or the Certificate Account (each, for purposes of this Section
3.06, an "Investment Account"), and the Special Servicer may direct in writing
any depository institution maintaining the REO Account (also, for purposes of
this Section 3.06, an "Investment Account"), to invest, or if it is such
depository institution, may itself invest, the funds held therein 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. Funds held in the Distribution Account,
the Additional Interest Account and the Companion Distribution Account shall
remain uninvested. In the event that the Master Servicer shall have failed to
give investment directions for any Servicing Account, any Reserve Account, the
Certificate Account, the Interest Reserve Account (exclusive of any accounts as
are held by the Master Servicer) or the Special Servicer shall have failed to
give investment directions for the REO Account by 11:00 A.M. New York time on
any Business Day on which there may be uninvested cash, such funds held in the
REO account shall be invested in securities described in clause (i) of the
definition of the term "Permitted Investments"; and such funds held in such
other accounts shall be invested in securities described in clause (v) of such
definition. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Trustee (in its capacity as such). The Master Servicer
(with respect to Permitted Investments of amounts in the Servicing Accounts, the
Reserve Accounts, the Certificate Account or the Interest Reserve Account) and
the Special Servicer (with respect to Permitted Investments of amounts in the
REO Account), on behalf of the Trustee, shall (and the Trustee hereby designates
the Master Servicer and the Special Servicer, as applicable, as the person that
shall) maintain continuous possession of any Permitted Investment that is either
(i) a "certificated security", as such term is defined in the UCC, or (ii) other
property in which a secured party may perfect its security interest by
possession under the UCC or any other applicable law. Possession of any such
Permitted Investment by the Master Servicer or the Special Servicer shall
constitute possession by a Person designated by the Trustee for purposes of
Section 8-313 of the UCC and possession by the Trustee, as secured party, for
purposes of Section 9-305 of the UCC and any other applicable law. 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, Servicing Accounts, the Interest Reserve Account and
Reserve Accounts), or the Special Servicer (in the case of the REO Account)
shall:

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

                (y) demand payment of all amounts due thereunder promptly upon
        determination by the Master Servicer 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 any of the Servicing Accounts, the Reserve Accounts, the Certificate
Account, or the Interest Reserve Account, interest and investment income
realized on funds deposited therein, to the extent of the related Net Investment
Earnings, if any, for each Collection Period and, in the case of a Reserve
Account or a Servicing Account, to the extent not otherwise payable to the
related Mortgagor in accordance with applicable law or the related Mortgage Loan
documents, shall be for the sole and exclusive benefit of the Master Servicer
and shall be subject to its withdrawal in accordance with Section 3.03(a),
3.03(f) or 3.05(a), as applicable. 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 each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). If any loss shall be incurred in respect of
any Permitted Investment on deposit in any Investment Account, the Master
Servicer (in the case of the Servicing Accounts, the Reserve Accounts, the
Interest Reserve Account and the Certificate Account, excluding any accounts
containing amounts invested solely for the benefit of, and at the direction of,
the Mortgagor under the terms of the Mortgage Loan or applicable law) and the
Special Servicer (in the case of the REO 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, provided, that neither the
Master Servicer nor the Special Servicer shall be required to deposit any loss
on an investment of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal 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.

            (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 Special Servicer or the Master Servicer fails to deposit any
losses with respect to such Permitted Investment pursuant to Section 3.06(b),
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 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, the amounts so
invested 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)  The Master Servicer (with respect to Mortgage Loans and
Companion Loans other than Specially Serviced Mortgaged Loans) and the Special
Servicer (with respect to Specially Serviced Mortgage Loans) shall, consistent
with the Servicing Standard, cause to be maintained for each Mortgaged Property
all insurance coverage as is required under the related Mortgage; provided that
if and to the extent that any such Mortgage permits the holder thereof any
discretion (by way of consent, approval or otherwise) as to the insurance
coverage that the related Mortgagor is required to maintain, the Master Servicer
shall exercise such discretion in a manner consistent with the Servicing
Standard; and provided further that, if and to the extent that a Mortgage so
permits, the related Mortgagor shall be required to exercise its reasonable best
efforts to obtain the required insurance coverage from Qualified Insurers and
required insurance coverage obtained by the Master Servicer shall be from
Qualified Insurers. The cost of any such insurance coverage obtained by either
the Master Servicer or the Special Servicer shall be a Servicing Advance to be
paid by the Master Servicer pursuant  to  Section   3.03.   The
Majority   Subordinate Certificateholder may request that earthquake
insurance be secured for one or more Mortgaged  Properties at the expense of
the Majority Subordinate Certificateholder. Subject to Section 3.17(a), the
Special Servicer shall also cause to be maintained for each REO Property no less
insurance coverage than was previously required of the Mortgagor under the
related Mortgage; provided that all such insurance shall be obtained from
Qualified Insurers. All such insurance policies maintained by the Master
Servicer or the Special Servicer (i) shall contain (if they insure against loss
to property and do not relate to an REO Property) a "standard" mortgagee clause,
with loss payable to the Trustee or the Master Servicer on behalf of the Trustee
(in the case of insurance maintained in respect of Mortgage Loans); (ii) shall
be in the name of the Special Servicer (in the case of insurance maintained in
respect of REO Properties), on behalf of the Trustee; (iii) shall be
non-cancelable without 30 days' prior written notice to the insured party; (iv)
include coverage in an amount not less than the lesser of (x) the full
replacement cost of the improvements securing a Mortgaged Property or REO
Property, as applicable, or (y) the outstanding principal balance owing on the
related Mortgage Loan or REO Loan, as applicable, and in any event, the amount
necessary to avoid the operation of any co-insurance provisions; (v) include a
 replacement  cost  endorsement  providing no deduction  for
depreciation (unless such endorsement is not permitted under the related
Mortgage Loan documents); and (vi) in each case such insurance shall be issued
by an insurer  authorized  under applicable law to issue such insurance.
Any amounts collected by the Master Servicer or the Special Servicer under any
such policies (other than amounts to be applied to the restoration or repair of
the related Mortgaged Property or REO Property or amounts to be released to the
related Mortgagor, in each case subject to the rights of any tenants and ground
lessors, as the case may be, and in each case in accordance with the terms of
the related Mortgage and the Servicing Standard) shall be deposited in the
Certificate  Account,  subject to withdrawal pursuant to Section 3.05(a),
in the case of amounts received in respect of a Mortgage Loan or Companion Loan,
or in the REO Account, subject to withdrawal pursuant to Section 3.16(c), in the
case of amounts received in respect of an REO Property. Any cost incurred by the
Master Servicer or the Special Servicer in maintaining any such insurance shall
not, for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to unpaid principal balance of the
related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or
Companion Loans so permit.

            (b) If the Master Servicer or the Special Servicer shall obtain and
maintain, or cause to be obtained and maintained, a blanket policy insuring
against hazard losses on all of the Mortgage Loans, Companion Loans and/or REO
Properties that it is required to service and administer, then, to the extent
such policy (i) is obtained from a Qualified Insurer and (ii) 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 related Mortgaged Properties and/or REO Properties. Such
blanket policy may contain a deductible clause (not in excess of a customary
amount), in which case the Master Servicer or the Special Servicer, as
appropriate, shall, if there shall not have been maintained on the related
Mortgaged Property or REO Property a hazard insurance policy complying with the
requirements of Section 3.07(a), and there shall have been one or more losses
that would have been covered by such policy, promptly deposit into the
Certificate Account from its own funds the amount not otherwise payable under
the blanket policy because of such deductible clause. The Master Servicer or the
Special Servicer, as appropriate, shall prepare and present, on behalf of
itself, the Trustee and Certificateholders, claims under any such blanket policy
in a timely fashion in accordance with the terms of such policy.

            (c) Each of the Master Servicer and the Special Servicer shall at
all times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement in which Specially
Serviced Mortgage Loans or REO Properties are part of the Trust Fund) keep in
force a fidelity bond with Qualified Insurers, such fidelity bond to be in such
form and amount as would permit it to be a qualified FNMA or FHLMC, whichever is
greater, seller-servicer of multifamily mortgage loans, or in such other form
and amount as would not cause the qualification, downgrading or withdrawal of
any rating assigned by any Rating Agency to the Certificates (as evidenced in
writing from each Rating Agency). 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
for ten days' written notice to the Trustee prior to any cancellation.

            Each of the Master Servicer and the Special Servicer shall at all
times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement in which Specially
Serviced Mortgage Loans and/or REO Properties exist as part of the Trust Fund)
also keep in force with Qualified Insurers, a policy or policies of insurance
covering loss occasioned by the errors and omissions of its officers, employees
and agents in connection with its servicing obligations hereunder, which policy
or policies shall be in such form and amount as would permit it to be a
qualified FNMA seller-servicer of multifamily mortgage loans, or in such other
form and amount as would not cause the qualification, downgrade or withdrawal of
any rating assigned by any Rating Agency to the Certificates (as evidenced in
writing from each Rating Agency). Each of the Master Servicer and the Special
Servicer shall be deemed to have complied with the foregoing provisions if an
Affiliate thereof has such insurance and, by the terms of such policy or
policies, the coverage afforded thereunder extends to the Master Servicer or the
Special Servicer, as the case may be. Any such errors and omissions policy shall
provide for ten days' written notice to the Trustee prior to cancellation. The
Master Servicer and the Special Servicer shall each cause the Trustee to be an
additional loss payee on any policy currently in place or procured pursuant to
the requirements of this Section 3.07(c).

            For so long as the long-term debt obligations of the Master Servicer
or Special Servicer, as the case may be (or in the case of the initial Master
Servicer and Special Servicer, their respective direct or indirect parent), are
rated at least "A" or the equivalent by all of the Rating Agencies (or such
lower rating as will not result in qualification, downgrading or withdrawal of
the ratings then assigned to the Certificates, as evidenced in writing by the
Rating Agencies), such Person may self-insure with respect to the risks
described in this subsection.

            SECTION 3.08 Enforcement of Alienation Clauses.

            (a)  Upon receipt of any request of a waiver in respect of a
due-on-sale or due-on-encumbrance  provision, the Master Servicer shall
promptly forward such request to the Special Servicer. With respect to all
Mortgage Loans and Companion Loans, the Special Servicer, on behalf of the
Trustee as the mortgagee of record, shall, to the extent permitted by applicable
law, enforce the restrictions contained in the related Mortgage on transfers or
further encumbrances of the related Mortgaged Property and on transfers of
interests in the related Mortgagor, unless the Special Servicer (after providing
the Controlling Class Representative 12 Business Days notice of such proposed
action pursuant to Section 6.11, which notice shall be given by the Special
Servicer no later than three Business Days after receipt of such request) has
determined, consistent with the Servicing Standard, that waiver of such
restrictions would be in accordance with the Servicing Standard. Promptly after
the Special  Servicer  (after  providing the Controlling Class
Representative 12 Business Days notice of such proposed action pursuant to
Section 6.11, which notice shall be given by the Special Servicer no later than
three Business Days after receipt of such request) has made any such
determination, the Special Servicer shall deliver to the Trustee, the Rating
Agencies and each other an Officers' Certificate setting forth the basis for
such determination. The Special Servicer shall not exercise any such waiver in
respect of a due-on-encumbrance provision of any Mortgage Loan without receiving
the prior written confirmation from the Rating Agencies that such action would
not result in a downgrading, qualification or  withdrawal  of the
ratings  then  assigned to the Certificates. The Special Servicer shall
not exercise any such waiver in respect of a due-on-sale provision of any
Mortgage Loan (i) for which the aggregate of the Stated Principal Balance of
such Mortgage Loan and the Stated Principal  Balance  of all  other
Mortgage  Loans  that  are cross-collateralized, cross-defaulted  or
have been made to Mortgagors affiliated with the Mortgagor on such Mortgage
Loan, are equal to or greater than 5% of the aggregate Stated Principal Balance
of all Mortgage Loans or $20,000,000 or (ii) which is one of the ten largest
Mortgage Loans as of the date of the waiver (by Stated Principal Balance),
without receiving the prior written confirmation from the Rating Agencies that
such action would not result in a downgrading, qualification or withdrawal of
any of the ratings then assigned to the Certificates. With respect to a waiver
of a due-on-sale provision, in the event that such Mortgage Loan does not meet
the criteria set forth in the prior sentence, and the Mortgage Loan documents
contain a requirement for Rating Agency approval, the Special Servicer may waive
such requirement without Rating Agency approval in accordance with the Servicing
Standard.

            (b) Notwithstanding any other provisions of this Section 3.08, the
Master Servicer (without the Special Servicer's consent) or the Special
Servicer, as applicable, may grant, without any Rating Agency confirmation as
provided in paragraph (a) above, a Mortgagor's request for consent to subject
the related Mortgaged Property to an easement or right-of-way for utilities,
access, parking, public improvements or another purpose, and may consent to
subordination of the related Mortgage Loan to such easement or right-of-way
provided the Master Servicer or the Special Servicer, as applicable, shall have
determined in accordance with the Servicing Standard that such easement or
right-of-way shall not materially interfere with the then-current use of the
related Mortgaged Property, or the security intended to be provided by such
Mortgage, the related Mortgagor's ability to repay the Mortgage Loan, or
materially or adversely affect the value of such Mortgaged Property or cause the
Mortgage Loan to cease to be a qualified mortgage loan for REMIC purposes.

            (c)  Within ninety (90) days of the Closing Date, with respect to
each of the Mortgage Loans covered by an environmental insurance policy, the
Master Servicer shall notify the insurer under such environmental insurance
policy and take all other action necessary for the Trustee, on behalf of the
Certificateholders, to be an insured (and for the Master Servicer, on behalf of
the Trust Fund,  to make claims) under such environmental insurance policy.
In the event that the Master Servicer has actual knowledge of any event (an
"Insured Environmental Event") giving rise to a claim under any environmental
insurance policy in respect of any Mortgage Loan covered thereby, the Master
Servicer shall, in accordance with the terms of such environmental insurance
policy and the Servicing Standard, timely make a claim thereunder with the
appropriate insurer and shall take such other actions in accordance with the
Servicing Standard which are necessary under such environmental insurance policy
in order to realize the full value thereof for the benefit of the
Certificateholders. Any legal fees, premiums or other out-of-pocket costs
incurred in accordance with the Servicing Standard in connection with any such
claim under an environmental insurance policy shall be paid by the Master
Servicer and shall be reimbursable to it as a  Servicing  Advance.
With  respect to each environmental insurance policy that relates to one or
more Mortgage Loans, the Master Servicer shall review and familiarize itself
with the terms and conditions relating to enforcement of claims and shall
monitor the dates by which any claim must be made or any action must be taken
under such policy to realize the full value thereof for the benefit of the
Certificateholders in the event the Master  Servicer  has actual
knowledge  of an Insured Environmental Event giving rise to a claim under
such policy.

            In the event that the Master Servicer receives notice of any
termination of any environmental insurance policy that relates to one or more
Mortgage Loans, the Master Servicer shall, within five Business Days after
receipt of such notice, notify the Special Servicer, the Controlling Class
Representative, the Rating Agencies and the Trustee of such termination in
writing. Upon receipt of such notice, the Master Servicer with respect to
non-Specially Serviced Mortgage Loans, and the Special Servicer with respect to
Specially Serviced Mortgage Loans, shall address such termination in accordance
with Section 3.07(a) in the same manner as it would the termination of any other
Insurance Policy required under the related Mortgage Loan documents. Any legal
fees, premiums or other out-of-pocket costs incurred in accordance with the
Servicing Standard in connection with a resolution of such termination of an
environmental insurance policy shall be paid by the Master Servicer and shall be
reimbursable to it as a Servicing Advance.

            SECTION 3.09 Realization Upon Defaulted Mortgage Loans; Required
Appraisals.

            (a) The Special Servicer shall, subject to Sections 3.09(b) through
3.09(d) and Section 6.11, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Mortgage Loans or Companion Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, including,
without limitation, pursuant to Section 3.20. Subject to the second paragraph of
Section 3.03(c), the Master Servicer shall advance all costs and expenses (other
than costs or expenses that would, if incurred, constitute a Nonrecoverable
Servicing Advance) incurred by the Special Servicer in any such proceedings, and
shall be entitled to reimbursement therefor as provided in Section 3.05(a).
Nothing contained in this Section 3.09 shall be construed so as to require the
Special Servicer, on behalf of the Trust Fund, to make a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the
fair market value of such property, as determined by the Special Servicer in
accordance with the Servicing Standard and in its reasonable and good faith
judgment taking into account, as applicable, among other factors, the period and
amount of any delinquency on the affected Mortgage Loan or Companion Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy, the obligation to dispose of any REO
Property within the time period specified in Section 3.16(a) and the results of
any appraisal obtained pursuant to the following sentence, all such bids to be
made in a manner consistent with the Servicing Standard. If and when the Master
Servicer or the Special Servicer deems it necessary and prudent for purposes of
establishing the fair market value of any Mortgaged Property securing a
Defaulted Mortgage Loan or defaulted Companion Loan, whether for purposes of
bidding at foreclosure or otherwise, it may, at the expense of the Trust Fund,
have an appraisal performed with respect to such property by an Independent
Appraiser or other expert in real estate matters; which appraisal shall take
into account, as applicable, among other factors, the period and amount of any
delinquency on the affected Mortgage Loan, the occupancy level and physical
condition of the Mortgaged Property or REO Property, the state of the local
economy and the obligation to dispose of any REO Property within the time period
specified in Section 3.16(a), including without limitation, any environmental,
engineering or other third party reports available, and other factors that a
prudent real estate appraiser would consider.

            With respect to each Required Appraisal Mortgage Loan, the Special
Servicer will be required to obtain a Required Appraisal (or with respect to any
Mortgage Loan with an outstanding principal balance less than $2,000,000, an
internal valuation performed by the Special Servicer) within 60 days of a
Mortgage Loan becoming a Required Appraisal Mortgage Loan (unless an appraisal
meeting the requirements of a Required Appraisal was obtained for such Required
Appraisal Mortgage Loan within the prior 12 months and the Special Servicer has
no actual knowledge of a material adverse change in the condition of the related
Mortgaged Property in which case such appraisal may be a letter update of the
Required Appraisal) and thereafter shall obtain a Required Appraisal (or with
respect to any Mortgage Loan with an outstanding principal balance less than
$2,000,000, an internal valuation performed by the Special Servicer) once every
12 months (or sooner if the Special Servicer has actual knowledge of a material
adverse change in the condition of the related Mortgaged Property) if such
Mortgage Loan remains a Required Appraisal Mortgage Loan. The Special Servicer
will deliver a copy of each Required Appraisal (or letter update or internal
valuation) to the Master Servicer, the Controlling Class Representative and the
Trustee within 10 Business Days of obtaining such Required Appraisal (or letter
update or internal valuation). Subject to the second paragraph of Section
3.03(c), the Master Servicer shall advance the cost of such Required Appraisal;
provided, however, that such expense will be subject to reimbursement to the
Master Servicer as a Servicing Advance out of the Certificate Account pursuant
to Section 3.05(a)(vi) and 3.05(a)(vii).

            Notwithstanding the foregoing, in no event shall the Master Servicer
or the Special Servicer obtain an appraisal of (1) a Companion Loan pursuant to
this Section 3.09(a) to the extent the related AB Mortgage Loan has been paid in
full or (2) the Rite Aid Mortgage Loan pursuant to this Section 3.09(a) to the
extent the Rite Aid Senior Balance has been reduced to zero.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:

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

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

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trustee, obtain title to a Mortgaged Property by deed in lieu of foreclosure or
otherwise, 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, could, in the reasonable judgment of the Master Servicer or
the Special Servicer, as the case may be, made in accordance with the Servicing
Standard, be considered to hold title to, to be a "mortgagee-in-possession" of,
or to be an "owner" or "operator" of such Mortgaged Property within the meaning
of CERCLA or any comparable law (a "potentially responsible party"), unless (as
evidenced by an Officers' Certificate to such effect delivered to the Trustee
that shall specify all of the bases for such determination) the Special Servicer
has previously determined in accordance with the Servicing Standard, and based
on an Environmental Assessment of such Mortgaged Property performed by an
Independent Person who regularly conducts Environmental Assessments and
performed within six months prior to any such acquisition of title or other
action (a copy of which Environmental Assessment shall be delivered to the
Trustee, the Controlling Class Representative and the Master Servicer), that:

                (i) the Mortgaged Property is in compliance with applicable
        environmental laws and regulations or, if not, that it would maximize
        the recovery to the 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) to acquire title to or possession of the Mortgaged
        Property and to take such actions as are necessary to bring the
        Mortgaged Property into compliance therewith in all material respects;
        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 regulations or, if such circumstances
        or conditions are present for which any such action could reasonably be
        expected to be required, that it would maximize the recovery to the
        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) to acquire title to or
        possession of the Mortgaged Property and to take such actions with
        respect to the affected Mortgaged Property.

            The Special Servicer shall undertake, in good faith, reasonable
efforts to make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment, as well as
the cost of any remedial, corrective or other further action contemplated by
clause (i) and/or clause (ii) of the preceding paragraph shall be at the expense
of the Trust Fund (except with respect to (1) any Companion Loan and any
Environmental Assessment ordered after the related AB Mortgage Loan has been
paid in full or (2) the Rite Aid Mortgage Loan and any Environmental Assessment
ordered after the Rite Aid Senior Balance has been reduced to zero); and if any
such Environmental Assessment so warrants, the Special Servicer shall perform
such additional environmental testing as it deems necessary and prudent to
determine whether the conditions described in clauses (i) and (ii) of the
preceding paragraph have been satisfied, the cost of which shall be at the
expense of the Trust Fund.

            (d) If the environmental testing contemplated by Section 3.09(c)
above establishes that any of the conditions set forth in clauses (i) and (ii)
thereof has not been satisfied with respect to any Mortgaged Property securing a
Defaulted Mortgage Loan and there is no breach of a representation or warranty
requiring repurchase under the First Union Mortgage Loan Purchase Agreement or
the Merrill Lynch Mortgage Loan Purchase Agreement, as applicable, the Special
Servicer shall take such action as is in accordance with the Servicing Standard
(other than proceeding against the Mortgaged Property) 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, if
such Mortgage Loan has a then outstanding principal balance of greater than $1
million, then 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 Rating Agencies, the Trustee, the Controlling Class
Representative and the Master Servicer in writing of its intention to so release
all or a portion of such Mortgaged Property and the bases for such intention,
(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 have consented to such release within 30 days of the
Trustee's distributing such notice (failure to respond by the end of such 30-day
period being deemed consent).

            (e)  The Special Servicer shall report to the Master Servicer,
the Controlling Class Representative (and the Rite Aid Representative with
respect to the Rite Aid Mortgage Loan) and the Trustee monthly in writing as to
any actions taken by the Special Servicer with respect to any Mortgaged Property
that represents security for a Defaulted Mortgage Loan as to which the
environmental testing contemplated in Section 3.09(c) above has revealed that
any of the conditions set forth in clauses (i) and (ii) thereof has not been
satisfied, in each case until the earlier to occur of satisfaction of all such
conditions and release of the lien of the related Mortgage on such Mortgaged
Property.

            (f)  The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the Mortgage Loan or Companion Loan permit such an action and
shall, in accordance with the Servicing Standard, seek such deficiency judgment
if it deems advisable.

            (g)  The Special Servicer shall, with the reasonable cooperation
of the Master Servicer, prepare and file information returns with respect to
reports of foreclosures and abandonments of any Mortgaged Property and the
information returns relating to any Mortgaged Property required by Sections
6050J and 6050P of the Code and each year deliver to the Trustee an Officers'
Certificate stating that such reports have been filed. Such reports shall be in
form and substance sufficient to meet the reporting requirements imposed by
Sections 6050J and 6050P of the Code.

            (h)  The Special Servicer shall maintain  accurate records,
prepared by a Servicing Officer, of each Final Recovery Determination in respect
of any Mortgage Loan, Companion Loan or REO Property and the basis thereof. Each
Final Recovery  Determination shall be evidenced by an Officers' Certificate
(together with the basis and back-up documentation for the determination)
delivered to the Trustee,  the Controlling  Class Representative and the
Master Servicer no later than the third Business Day following such Final
Recovery Determination.

            (i) Upon reasonable request of the Master Servicer, the Special
Servicer shall deliver to it and the related Sub-Servicer any other information
and copies of any other documents in its possession with respect to a Specially
Serviced Mortgage Loan or the related Mortgaged Property.

            SECTION 3.10 Trustee and Custodian to Cooperate; Release of Mortgage
Files.

            (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed in
a manner customary for such purposes, the Master Servicer shall promptly notify
the Trustee in writing, who shall release or cause the related Custodian to
release, by a certification (which certification shall be in the form of a
Request for Release in the form of Exhibit D-1 attached hereto and shall be
accompanied by the form of a release or discharge and shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Certificate Account
pursuant to Section 3.04(a) have been or will be so deposited) of a Servicing
Officer (a copy of which certification shall be delivered to the Special
Servicer) and shall request delivery to it of the related Mortgage File. Upon
receipt of such certification and request, the Trustee shall release, or cause
any related Custodian to release, the related Mortgage File to the Master
Servicer and shall deliver to the Master Servicer such release or discharge,
duly executed. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account or the Distribution 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), the Trustee,
upon request of the Master Servicer and receipt from the Master Servicer of a
Request for Release in the form of Exhibit D-1 attached hereto signed by a
Servicing Officer thereof, or upon request of the Special Servicer and receipt
from the Special Servicer of a Request for Release in the form of Exhibit D-2
attached hereto, 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 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 that 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, a copy of the
Request for Release shall be released by the Trustee or related Custodian to the
Master Servicer or the Special Servicer, as applicable.

            (c)  Within seven Business Days (or within such shorter period
(but no less than three Business Days) as execution and delivery can reasonably
be accomplished if the Special Servicer notifies the Trustee of an exigency) of
the Special Servicer's request therefor, the Trustee shall execute and deliver
to the Special Servicer (or the Special Servicer may execute and deliver in the
name of the Trustee based on a limited power of attorney issued in favor of the
Special Servicer pursuant to Section 3.01(b)), in the form supplied to the
Trustee, any court pleadings, requests for trustee's sale or other documents
stated by the Special Servicer to be reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or REO 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 to defend any legal action or counterclaim
filed against the Trust Fund, the Master Servicer or the Special Servicer.
Together with such documents or pleadings, the Special Servicer shall deliver to
the Trustee 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.

            (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 (excluding the Rite Aid Subordinate Component with respect to
the Rite Aid Mortgage Loan) (including each Specially Serviced Mortgage Loan)
and REO Loan. No Master Servicing Fee shall be payable with respect to the
Companion Loans or the Rite Aid Subordinate Component of the Rite Aid Mortgage
Loan. As to each such Mortgage Loan (excluding the Rite Aid Subordinate
Component with respect to the Rite Aid Mortgage Loan) and REO Loan, the Master
Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the
same principal amount respecting which the related interest payment due on such
Mortgage Loan deemed to be due on such REO Loan is computed and calculated on
the basis of a 360-day year consisting of twelve 30-day months (or, in the event
of a Principal Prepayment in full or other Liquidation Event with respect to a
Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse
from and including the related Due Date to but excluding the date of such
Principal  Prepayment or Liquidation Event in a month consisting of 30 days).
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
that portion of related Insurance Proceeds or Liquidation Proceeds allocable as
recoveries of interest, to the extent permitted by Section 3.05(a)(iii). The
right to receive the Master Servicing Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Master Servicer's
responsibilities  and obligations under this Agreement. In the case of the
Rite Aid Senior Component, the Master Servicing Fee shall be an expense of the
Loan REMIC in respect of the Rite Aid Senior Regular Interest.

            (b)  Additional servicing compensation in the form of: (i) all
late payment charges, Penalty Interest, modification fees for Mortgage Loan or
Companion Loan modifications made by the Master Servicer pursuant to Section
3.20(i), charges for beneficiary statements or demands, amounts collected for
checks returned for insufficient funds and any similar fees (excluding
Prepayment Premiums or Yield Maintenance Charges), in each case to the extent
actually paid by a Mortgagor with respect to a Mortgage Loan or Companion Loan
and accrued during the time that such Mortgage Loan or Companion Loan was not a
Specially Serviced Mortgage Loan, and (ii) none (0%) of any assumption fee to
the extent actually paid by a Mortgagor with respect to any Mortgage Loan,
Companion Loan or a Specially Serviced Mortgage Loan, may be retained by the
Master Servicer and are not required to be deposited in the Certificate Account;
provided that the Master Servicer's right to receive late payment charges and
Penalty Interest pursuant to clause (i) above shall be limited to the portion of
such items that have not been applied to pay interest on Advances as provided in
Sections 3.03(d) and 4.03(d). Penalty Interest or late payment charges in
respect of any Mortgage Loan or Companion Loan which has accrued during the
period when the related Mortgage Loan is not a Specially Serviced Mortgage Loan
shall be additional compensation to the Master Servicer even if collected during
the period when the related Mortgage Loan or Companion Loan is a Specially
Serviced Mortgaged Loan. The Master Servicer shall also be entitled to
additional servicing compensation in the form of (i) Prepayment Interest
Excesses; (ii) interest or other income earned on deposits in the Certificate
Account and the Interest Reserve Account, in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to
each such account for each Collection Period), and (iii) to the extent not
required to be paid to any Mortgagor under applicable law or the terms of the
related Mortgage Loan or Companion Loan, any interest or other income earned on
deposits in the Reserve Accounts and Servicing Accounts maintained thereby. 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 of its
Sub-Servicers and the premiums for any blanket policy insuring against hazard
losses pursuant to Section 3.07(b)), if and to the extent such expenses are not
payable directly out of the Certificate Account, and the Master Servicer shall
not be entitled to reimbursement therefor except as expressly provided in this
Agreement. The Master Servicer shall not waive or agree to any discount of any
portion of assumption fees to which the Special Servicer is entitled.

            (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 at
the Special Servicing Fee Rate and on the same principal amount respecting which
the related interest payment due on such Specially Serviced Mortgage Loan or
deemed to be due on such REO Loan is computed and calculated on the basis of a
360-day year consisting of twelve 30-day months (or, in the event of a Principal
Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or
REO Loan, on the basis of the actual number of days to elapse from and including
the related Due Date to but excluding the date of such Principal Prepayment or
Liquidation Event in a month consisting of 30 days). 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,
Companion 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, so long as such loan remains a Corrected Mortgage Loan.
As to each Corrected Mortgage Loan, the Workout Fee shall be payable out of, and
shall be calculated by application of the Workout Fee Rate to, each collection
of interest (other than Additional Interest and Penalty Interest) and principal
received on such Mortgage Loan or Companion Loan for so long as it remains a
Corrected Mortgage Loan (net of any portion of such collection payable or
reimbursable to the Master Servicer, the Special Servicer or the Trustee for any
related unpaid or unreimbursed Master Servicing Fees and/or Advances) received
on such Mortgage Loan or Companion 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 would become payable if and when such Mortgage Loan and, if
applicable, Companion Loan again became a Corrected Mortgage Loan. If the
Special Servicer is terminated or resigns in accordance with Section 6.04, it
shall no longer have the right to receive any Workout Fees payable in respect of
Mortgage Loans and, if applicable Companion Loans, that became Corrected
Mortgage Loans during the period that it acted as Special Servicer.

            In addition, with respect to each Specially Serviced Mortgage Loan
and REO Loan (or Qualified Substitute Mortgage Loan substituted in lieu
thereof), the Special Servicer shall be entitled to the Principal Recovery Fee
payable out of, and calculated by application of the Principal Recovery Fee Rate
to, all amounts (whether in the form of payments of Liquidation Proceeds or REO
Revenues) received in respect of such Mortgage Loan or Companion Loan (or, in
the case of an REO Loan, in respect of the related REO Property) and allocable
as a recovery of principal, interest and expenses in accordance with Section
3.02(b) or the definition of "REO Loan", as applicable; provided that no
Principal Recovery Fee shall be payable in connection with, or out of (i)
Insurance Proceeds and (ii) Liquidation Proceeds resulting from receipt of
condemnation proceeds or the purchase of any Mortgage Loan or REO Property by a
Mortgage Loan Seller pursuant to the First Union Mortgage Loan Purchase
Agreement or the Merrill Lynch Mortgage Loan Purchase Agreement, by the Majority
Subordinate Certificateholder, the Master Servicer, the Companion Holder, any of
the Mortgage Loan Sellers or the Special  Servicer  pursuant  to
Section  3.18(b),  by a Class V Certificateholder pursuant to Section
3.18(j) or by the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder pursuant to Section 9.01; and provided further
that no Principal Recovery Fee shall be payable (i) in connection with a
Periodic Payment received in connection with such Mortgage Loan or (ii) to the
extent a Workout Fee is payable concerning the Liquidation Proceeds.

            The Special Servicer's right to receive the Special Servicing Fee,
the Workout Fee and the Principal Recovery 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 Sections 6.02, 6.04 and 6.09.

            (d)  Additional servicing compensation in the form of: (i) all
late payment charges, Penalty Interest and assumption application fees received
on or with respect to Specially Serviced Mortgage Loans actually collected that
accrued during the time that the related Mortgage Loan was a Specially Serviced
Mortgage Loans, (ii) one hundred percent (100%) of any assumption fee to the
extent actually paid by a Mortgagor with respect to any Mortgage Loan, Companion
Loan or Specially Serviced Mortgage Loan, and (iii) modification fees collected
on all Mortgage Loans or Companion Loans (other than modifications made by the
Master Servicer pursuant to Section 3.20(i)), in each case to the extent
actually paid by the related Mortgagor, shall be retained by the Special
Servicer or promptly paid to the Special Servicer by the Master Servicer and
shall not be required to be deposited in the Certificate Account provided that
the Special Servicer's right to receive late payment charges and Penalty
Interest pursuant to clause (i) above shall be limited to the portion of such
items that have not been applied to pay interest on Advances and property
inspection costs in respect of the related Mortgage Loan as provided in Sections
3.03(d), 3.12(a) and 4.03(d). The Special Servicer shall also be entitled to
additional servicing compensation in the form of: (i) 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); and (ii) to the
extent not required to be paid to any Mortgagor under applicable law, any
interest or other income earned on deposits in the Servicing Accounts maintained
by the Special Servicer. The Special Servicer shall be required to pay out of
its own funds all general and administrative expenses incurred by it in
connection with its servicing activities hereunder, and the Special Servicer
shall not be entitled to reimbursement therefor except as expressly provided in
Section 3.05(a) if and to the extent such expenses are not payable directly out
of the Certificate Account or the REO Account

            SECTION 3.12 Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports.

            (a) The Special Servicer shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as practicable after a
related Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan or (ii) the
related Debt Service Coverage Ratio set forth in the Comparative Financial
Status Report is below 1.0x, provided that such expense shall be reimbursable
first out of Penalty Interest and late payment charges otherwise payable to the
Special Servicer and received in the Collection Period during which such
inspection related expenses were incurred, then as an Additional Trust Fund
Expense (except with respect to (1) any Companion Loan and any inspection
occurring after the related AB Mortgage Loan has been paid in full and (2) the
Rite Aid Mortgage Loan and any inspection occurring after the Rite Aid Senior
Balance has been reduced to zero). Each of the Master Servicer for each Mortgage
Loan other than a Specially Serviced Mortgage Loan or REO Loan and the Special
Servicer for each Specially Serviced Mortgage Loan and REO Loan shall at its
expense perform or cause to be performed an inspection of all the Mortgaged
Properties at least once per calendar year (or, in the case of each Mortgaged
Property securing a Mortgage Loan (other than a Specially Serviced Mortgage
Loan) with a then current principal balance (or allocated loan amount) of less
than $2,000,000 at the time of such inspection, every other calendar year)
beginning in 2002. The Special Servicer and the Master Servicer shall each
prepare (and, in the case of the Special Servicer, shall deliver to the Master
Servicer) a written report of each such inspection performed by it that sets
forth in detail the condition of the Mortgaged Property and that specifies the
existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of
which it is aware, (ii) any change in the condition or value of the Mortgaged
Property that it, in its reasonable judgment, considers material, or (iii) any
visible waste committed on the Mortgaged Property. The Master Servicer shall
deliver such reports to the Trustee within 45 days of the related inspection and
the Trustee shall, subject to Section 3.15, make copies of all such inspection
reports available for review by Certificateholders and Certificate Owners during
normal business hours at the offices of the Trustee at all times after Trustee's
receipt thereof. Upon written request and at the expense of the requesting
party, the Trustee shall deliver copies of any such inspection reports to
Certificateholders and Certificate Owners. The Special Servicer shall have the
right to inspect or cause to be inspected (at its own expense) every calendar
year any Mortgaged Property related to a loan that is not a Specially Serviced
Mortgage Loan, provided that the Special Servicer obtains the approval of the
Master Servicer prior to such inspection, and provides a copy of such inspection
to the Master Servicer; and provided further that the Master Servicer and the
Special Servicer shall not both inspect a Mortgaged Property that is not
securing a Specially Serviced Mortgage Loan in the same calendar year. If the
Special Servicer performs such inspection, such inspection shall satisfy the
Master Servicer's inspection obligations pursuant to this paragraph (a).

            With respect to site inspection information, the Master Servicer
shall make such inquiry of any Mortgagor under any related Mortgage Loan as the
Special Servicer may reasonably request.

            The Special Servicer shall, promptly after a Mortgage Loan becomes a
Specially Serviced Mortgage Loan, give written notice to the Master Servicer,
the Controlling Class Representative and the Trustee which shall include an
explanation as to the reasons such Mortgage Loan became a Specially Serviced
Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan,
a copy of which notice shall be provided by the Trustee to each Rating Agency
and upon request to each Certificateholder and the Depositor.

            (b)  Not later than 2:00 p.m. (New York City time) on the second
Business Day prior to each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Specially Serviced Mortgage Loans and any REO Properties
providing the required information as of the end of the preceding calendar
month: (i) a CMSA Property File; (ii) a Comparative Financial Status Report and
(iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the
first Business Day following each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Mortgage Loans (and, if applicable, the related REO
Properties) (or, as to clause (iv) below, only with respect to Specially
Serviced Mortgage Loans) providing the required information as of such
Determination Date: (i) a Historical  Liquidation Report; (ii) a Historical
Loan Modification Report; (iii) an REO Status Report, and (iv) a Delinquent Loan
Status Report. Not later than 4:00 p.m. (New York City time) on the second
Business Day of each calendar month, the Special Servicer shall deliver or cause
to be delivered to the Master Servicer (in electronic format acceptable to the
Master Servicer and the Special Servicer) an Interim Delinquent Loan Status
Report.

            (c) Not later than 4:00 p.m. (New York City time) on the third
Business Day after each Determination Date, the Master Servicer shall deliver or
cause to be delivered to the Trustee (in electronic format acceptable to the
Master Servicer and the Trustee) (A) the most recent Historical Loan
Modification Report, Historical Liquidation Report and REO Status Report
received from the Special Servicer pursuant to Section 3.12(b); (B) a CMSA
Property File, a Comparative Financial Status Report and CMSA Financial File,
each with the required information as of the end of the preceding calendar month
(in each case combining the reports prepared by the Special Servicer and the
Master Servicer); (C) a Delinquent Loan Status Report, each with the required
information as of such Determination Date (in each case combining the reports
prepared by the Special Servicer and the Master Servicer); (D) a Watch List
Report with the required information as of such Determination Date and (E) an
Updated Collection Report. Not later than 4:00 p.m. (New York City time) on the
third Business Day of each calendar month, the Master Servicer shall deliver or
cause to be delivered to the Trustee (in electronic format acceptable to the
Master Servicer and the Trustee) an Interim Delinquent Loan Status Report.

            (d) The Special Servicer will deliver to the Master Servicer the
reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master
Servicer shall deliver to the Trustee the reports set forth in Section 3.12 in
an electronic format reasonably acceptable to the Special Servicer and the
Master Servicer with respect to the reports set forth in Section 3.12(b) and
this Section 3.12(d), and the Master Servicer and the Trustee with respect to
the reports set forth in Section 3.12(c). The Master Servicer may, absent
manifest error, conclusively rely on the reports to be provided by the Special
Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may,
absent manifest error, conclusively rely on the CMSA Loan Periodic Update File
to be provided by the Master Servicer pursuant to Section 4.02(b). In the case
of information or reports to be furnished by the Master Servicer to the Trustee
pursuant to this Section 3.12, to the extent that such information is based on
reports to be provided by the Special Servicer pursuant to Section 3.12(b) and
this Section 3.12(d) and, to the extent that such reports are to be prepared and
delivered by the Special Servicer pursuant to Section 3.12(b) and this Section
3.12(d), the Master Servicer shall have no obligation to provide such
information or reports until it has received such information or reports from
the Special Servicer and the Master Servicer shall not be in default hereunder
due to a delay in providing the reports required by this Section 3.12 to the
extent caused by the Special Servicer's failure to timely provide any report
required under Section 3.12(b) and this Section 3.12(d) of this Agreement.

            The Special Servicer, in the case of any Specially Serviced Mortgage
Loan and REO Loan, and the Master Servicer, in the case of all other Mortgage
Loans shall each consistent with the Servicing Standard, endeavor to obtain
quarterly and annual operating statements and rent rolls with respect to the
related Mortgage Loans and REO Properties, which efforts shall include in the
case of Mortgage Loans, a letter sent to the related Mortgagor each quarter
(followed up with telephone calls) requesting such quarterly and annual
operating statements and rent rolls until they are received to the extent such
action is consistent with applicable law and the related Mortgage Loan
documents.

            The Special Servicer shall promptly following receipt, deliver
copies of the operating statements and rent rolls received or obtained by it to
the Master Servicer, and the Master Servicer shall deliver copies of the
operating statements and rent rolls received or obtained by it to the Rating
Agencies, the Trustee, the Special Servicer or the Controlling Class
Representative in each case (other than the Rating Agencies and the Controlling
Class Representative which shall be sent copies within 30 days following the
Master Servicer's receipt) upon request.

            Within 30 days after receipt by the Master Servicer or the Special
Servicer of any annual operating statements with respect to any Mortgaged
Property or REO Property, as applicable, each of the Master Servicer and the
Special Servicer shall prepare or update and, with respect to any NOI Adjustment
Worksheet prepared or updated by the Special Servicer, forward to the Master
Servicer, an NOI Adjustment Worksheet for such Mortgaged Property or REO
Property (with the annual operating statements attached thereto as an exhibit).

            The Special Servicer with respect to each Specially Serviced
Mortgage Loan and REO Loan, and the Master Servicer with respect to each other
Mortgage Loan, shall each prepare and maintain and forward to each other one
Operating Statement Analysis for each Mortgaged Property and REO Property, as
applicable. The Operating Statement Analysis for each Mortgaged Property and REO
Property is to be updated by each of the Master Servicer and the Special
Servicer, as applicable, within thirty days after its respective receipt of
updated operating statements for such Mortgaged Property or REO Property, as the
case may be, but in no event less frequently than annually by June 30th of each
year. The Master Servicer and the Special Servicer shall each use the
"Normalized" column from the NOI Adjustment Worksheet for any Mortgaged Property
or REO Property, as the case may be, to update the corresponding Operating
Statement Analysis and shall use any operating statements received with respect
to any Mortgaged Property or REO property, as the case may be, to prepare the
NOI Adjustment Worksheet for such property. Copies of Operating  Statement
 Analyses and NOI Adjustment Worksheets are to be made available by the
Master Servicer to the Trustee, the Special Servicer or the Controlling Class
Representative in each case upon request.

            SECTION 3.13 Annual Statement as to Compliance.

            Each of the Master Servicer and the Special Servicer shall deliver
to the Trustee, the Underwriters, the Controlling Class Representative, and the
Rating Agencies, and, in the case of the Special Servicer, to the Master
Servicer, on or before April 30 of each year, beginning April 30, 2002, an
Officers' Certificate stating, as to each signer thereof, that (i) a review of
the activities of the Master Servicer or the Special Servicer, as the case may
be, during the preceding calendar year and of its performance under this
Agreement has been made under such officer's supervision, (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer or the
Special Servicer, as the case may be, has fulfilled all of its obligations under
this Agreement in all material respects throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof and (iii) the
Master Servicer or the Special Servicer, as the case may be, has received no
notice regarding qualification, or challenging the status, of REMIC I or REMIC
II as a REMIC under the REMIC Provisions or of the Grantor Trust as a "Grantor
Trust" for income tax purposes under the Grantor Trust Provisions from the
Internal Revenue Service or any other governmental agency or body or, if it has
received any such notice, specifying the details thereof. The Master Servicer
and Special Servicer shall deliver a copy of such Officer's Certificate to the
Depositor.

            SECTION 3.14 Reports by Independent Public Accountants.

            On or before April 30 of each year, beginning April 30, 2002, each
of the Master Servicer and the Special Servicer at its expense shall cause a
firm of Independent public accountants (which may also render other services to
the Master Servicer or the Special Servicer) that is a member of the American
Institute of Certified Public Accountants to furnish a statement to the Trustee,
Underwriters, Rating Agencies, the Controlling Class Representative, Depositor
and, in the case of the Special Servicer, to the Master Servicer to the effect
that such firm has examined the servicing operations of the Master Servicer or
the Special Servicer, as the case may be, for the previous calendar year (except
that the first such report shall cover the period from the Closing Date through
December 31, 2001) and that, on the basis of such examination, conducted
substantially in compliance with USAP, such firm confirms that the Master
Servicer or the Special Servicer, as the case may be, complied with the minimum
servicing standards identified in USAP, in all material respects, except for
such significant exceptions or errors in records that, in the opinion of such
firm, the USAP requires it to report. In rendering such statement, such firm may
rely, as to matters relating to direct servicing of mortgage loans by
Sub-Servicers, upon comparable statements for examinations conducted
substantially in compliance with the Uniform Single Audit Program for Mortgage
Bankers (rendered within one year of such statement) of independent public
accountants with respect to the related Sub-Servicer.

            SECTION 3.15 Access to Certain Information.

            (a) Upon ten days prior written notice, the Master Servicer (with
respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i)
below), the Special Servicer (with respect to the items in clauses (d), (e),
(f), (g), (h) and (i) below) and the Trustee (with respect to the items in
clause (b) and (i) below and to the extent any other items are in its
possession) shall make available at their respective offices primarily
responsible for administration of the Mortgage Loans (or in the case of Wells
Fargo Bank Minnesota, N.A., at its Corporate Trust Office, except with respect
to documents which constitute part of the Mortgage Files, which will be
maintained at its offices in Minnesota), during normal business hours, or send
to the requesting party, such party having been certified to the Trustee or the
Master Servicer as applicable in accordance with (a) and (b) in the following
paragraph, as appropriate, at the expense of such requesting party (unless
otherwise provided in this Agreement), for review by any Certificate Owner or
Certificateholder or any person identified by a Certificate Owner or
Certificateholder or its designated agent to the Trustee, the Master Servicer or
the Special Servicer, as the case may be, as a prospective transferee of any
Certificate or interest therein, the Trustee, the Rating Agencies, the
Underwriters and anyone specified thereby and the Depositor originals or copies
of the following items: (a) this Agreement and any amendments thereto, (b) all
Distribution Date Statements delivered to holders of the relevant Class of
Certificates since the Closing Date and all reports, statements and analyses
delivered by the Master Servicer since the Closing Date pursuant to Section
3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the
Special Servicer since the Closing Date pursuant to Section 3.13, (d) all
accountants' reports delivered to the Master Servicer in respect of itself or
the Special Servicer since the Closing Date as described in Section 3.14, (e)
the most recent property inspection report prepared by or on behalf of the
Master Servicer in respect of each Mortgaged Property and any Environmental
Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged
Property annual operating statements and rent roll, if any, collected by or on
behalf of the Master Servicer, (g) any and all modifications, waivers and
amendments of the terms of a Mortgage Loan entered into by the Special Servicer
and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the
Servicing File relating to each Mortgage Loan and (i) any and all Officers'
Certificates and other evidence delivered by the Master Servicer or the Special
Servicer, as the case may be, to support its determination that any Advance was,
or if made, would be, a Nonrecoverable Advance pursuant to Section 3.20(d)
including appraisals affixed thereto and any Required Appraisal prepared
pursuant to Section 3.09(a). Copies of any and all of the foregoing items will
be available from the Master Servicer, the Special Servicer or the Trustee, as
the case may be, upon request and shall be provided to any of the Rating
Agencies at no cost pursuant to their reasonable requests.

            In connection with providing access to or copies of the items
described in the preceding paragraph pursuant to this Section 3.15, or with
respect to the Controlling Class Representative, in connection with providing
access to or copies of any items in accordance with this Agreement, the Trustee
or the Master Servicer, as applicable, shall require: (a) in the case of
Certificate Owners and the Controlling Class Representative, a confirmation
executed by the requesting Person substantially in the form of Exhibit V-1
hereto (or such other form as may be reasonably acceptable to the Trustee or the
Master Servicer, as applicable) generally to the effect that such Person is a
beneficial holder of Book-Entry Certificates, or a representative of a
beneficial holder of Book-Entry Certificates, and, subject to the last sentence
of this paragraph, will keep such information confidential (except that such
Certificate Owner and the Controlling Class Representative may provide such
information to any other Person that holds or is contemplating the purchase of
any Certificate or interest therein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential); and (b) in the case of a prospective
purchaser of a Certificate or an interest therein, confirmation executed by the
requesting Person substantially in the form of Exhibit V-2 hereto (or such other
form as may be reasonably acceptable to the Trustee or the Master Servicer, as
applicable) 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, subject to the last
sentence of this paragraph, will otherwise keep such information confidential.
The Holders of the Certificates, by their acceptance thereof, and the
Controlling Class Representative, by its acceptance of its appointment, will be
deemed to have agreed, subject to the last sentence of this paragraph, to keep
such information confidential (except that any Holder may provide such
information obtained by it to any other Person that holds or is contemplating
the purchase of any Certificate or interest therein, provided that such other
Person confirms in writing such ownership interest or prospective ownership
interest and agrees to keep such information confidential) and agrees not to use
such information in any manner that would violate federal, state or local
securities laws. Notwithstanding the foregoing, no Certificateholder,
Certificate Owner or prospective Certificateholder or Certificate Owner shall be
obligated to keep confidential any information received from the Trustee or the
Master Servicer, as applicable, pursuant to this Section 3.15 that has
previously been made available without a password via the Trustee's or the
Master Servicer's, as applicable, Internet Website or has previously been filed
with the Commission, and the Trustee or the Master Servicer, as applicable,
shall not require either of the certifications contemplated by the second
preceding sentence in connection with providing any information pursuant to this
Section 3.15 that has previously been made available without a password via the
Trustee's Internet Website or has previously been filed with the Commission.

            Each of the Master Servicer and the Special Servicer shall afford to
the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC,
the Federal Reserve Board and any other banking or insurance regulatory
authority that may exercise authority over any Certificateholder, 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
or contract 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 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.

            The Trustee, the Master Servicer, the Special Servicer and the
Underwriters may require payment from the Certificateholder or Certificate Owner
of a sum sufficient to cover the reasonable costs and expenses of providing any
such information or access pursuant to this Section 3.15 to, or at the request
of, the Certificateholders or Certificate Owners or prospective transferees,
including, without limitation, copy charges and, in the case of
Certificateholders or Certificate Owners requiring on site review in excess of
three Business Days, reasonable fees for employee time and for space.

            (b) The Trustee shall, and the Master Servicer may but is not
required to, make available each month to any interested party (i) the
Distribution Date Statement via their respective Internet Websites, and (ii) as
a convenience for interested parties this Agreement on their respective Internet
Websites. In addition, the Trustee shall make available each month, on each
Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan Periodic
Update File, the CMSA Loan Setup File, the CMSA Bond File, and the CMSA
Collateral Summary File to any interested party on its Internet Website. The
Trustee shall make available each month, on each Distribution Date, (i) the
Restricted Servicer Reports, and (ii) the CMSA Property File and the CMSA
Financial File to any Privileged Person via the Trustee's Internet Website with
the use of a password (or other comparable restricted access mechanism) provided
by the Trustee. The Trustee shall make available each month, on the fourth
Business Day of each calendar month, the Interim Delinquent Loan Status Report
to any interested party on its Internet Website.

            The Master Servicer may, but is not required to, make available each
month via its Internet Website (i) to any interested party, the Unrestricted
Servicer Reports, the CMSA Loan Setup File, and the CMSA Loan Periodic Update
File, and (ii) to any Privileged Person, with the use of a password provided by
the Master Servicer, the Restricted Servicer Reports, the CMSA Financial File
and the CMSA Property File. Any (y) Restricted Servicer Report or Unrestricted
Servicer Report (other than the Interim Delinquent Loan Status Report) that is
not available on the Master Servicer's Internet Website as described in the
immediately preceding sentence by 5:00 p.m. (New York City time) on the related
Distribution Date, and (z) Interim Delinquent Loan Status Report that is not
available on the Master Servicer's Internet Website as described in the
immediately preceding sentence by 5:00 p.m. (New York City time) on the third
Business Day of each calendar month shall be provided (in electronic format, or
if electronic mail is unavailable, by facsimile) by the Master Servicer, upon
request, to any Person otherwise entitled to access such report on the Master
Servicer's Internet Website.

            In connection with providing access to the Trustee's Internet
Website or the Master Servicer's Internet Website, the Trustee or the Master
Servicer, as applicable, may require registration and the acceptance of a
disclaimer.

            If three or more Holders or the Controlling Class Representative
(hereinafter referred to as "Applicants" with a single Person which (together
with its Affiliates) is the Holder of more than one Class of Certificates being
viewed as a single Applicant for these purposes) apply in writing to the
Trustee, and such application states that the Applicants' desire to communicate
with other Holders 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 Business
Days after the receipt of such application, send, at the Applicants' expense,
the written communication proffered by the Applicants to all Certificateholders
at their addresses as they appear in the Certificate Register.

            (c) The Master Servicer and the Special Servicer shall not be
required to confirm, represent or warrant the accuracy or completeness of any
other Person's information or report included in any communication from the
Master Servicer or the Special Servicer under this Agreement. The Trustee shall
not be liable for the dissemination of information in accordance with this
Section 3.15(c). The Trustee makes no representations or warranties as to the
accuracy or completeness of any report, document or other information made
available on the Trustee's Website and assumes no responsibility therefor. In
addition, the Trustee, the Master Servicer and the Special Servicer may disclaim
responsibility for any information distributed by the Trustee, the Master
Servicer or the Special Servicer, respectively, for which it is not the original
source.

            SECTION 3.16 Title to REO Property; REO Account.

            (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee on behalf of
the Certificateholders and, if applicable, the Companion Holder, as their
interests shall appear. The Special Servicer, on behalf of the Trust Fund, shall
sell any REO Property as soon as practicable in accordance with the Servicing
Standard, but prior to the end of the third year following the calendar year in
which REMIC I acquires ownership of such REO Property for purposes of Section
860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more
than sixty days prior to the end of such third succeeding year, and is granted
an extension of time (an "REO Extension") by the Internal Revenue Service to
sell such REO Property or (ii) obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee, the Special Servicer and the Master Servicer, to the
effect that the holding by the Loan REMIC or REMIC I of such REO Property
subsequent to the end of such third succeeding year will not result in the
imposition of taxes on "prohibited transactions" (as defined in Section 860F of
the Code) of any of the Loan REMIC, REMIC I or REMIC II or cause any of the Loan
REMIC, REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificates are outstanding. If the Special Servicer is granted the REO
Extension contemplated by clause (i) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within
such extended period as is permitted by such REO Extension or such Opinion of
Counsel, as the case may be. Any expense incurred by the Special Servicer in
connection with its obtaining the REO Extension contemplated by clause (i) of
the second preceding sentence or its obtaining the Opinion of Counsel
contemplated by clause (ii) of the second preceding sentence, shall first be
payable from the related REO Account to the extent of available funds and then
be a Servicing Advance by the Master Servicer.

            (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"), held on behalf of the Trustee in trust for
the benefit of the Certificateholders and, if applicable, the Companion Holder,
as their interests shall appear, for the retention of revenues and other
proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the
REO Account, upon receipt, all REO Revenues, Insurance Proceeds and Liquidation
Proceeds received in respect of an REO Property within 2 Business Days of
receipt. Funds in the REO Account may be invested in Permitted Investments in
accordance with Section 3.06. The Special Servicer shall be entitled to make
withdrawals from the REO Account to pay itself, as additional servicing
compensation in accordance with Section 3.11(d), interest and investment income
earned in respect of amounts held in the REO Account as provided in Section
3.06(b) (but only to the extent of the Net Investment Earnings with respect to
the REO Account for any Collection Period). The Special Servicer shall give
written notice to the Trustee and the Master Servicer 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 (including any monthly reserve or escrow
amounts necessary to accumulate sufficient funds for taxes, insurance and
anticipated capital expenditures (the "Impound Reserve")). On each Determination
Date, the Special Servicer shall withdraw from the REO Account and deposit into
the Certificate Account or deliver to the Master Servicer or such other Person
as may be directed by 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 the most recently ended Collection Period, net of any
withdrawals made out of such amounts pursuant to the preceding sentence;
provided that in addition to the Impound Reserve 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
and maintenance of the related REO Property (including without limitation the
creation of a reasonable reserve for repairs, replacements and other related
expenses).

            (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).
The Special Servicer shall provide the Master Servicer any information with
respect to the REO Account as is reasonably requested by the Master Servicer.

            SECTION 3.17      Management of REO Property.

            (a) Prior to the acquisition of title to a Mortgaged Property, the
Special Servicer shall review the operation of such Mortgaged Property and
determine the nature of the income that would be derived from such property if
it were acquired by the Trust Fund. If the Special Servicer determines from such
review that:

                (i) None of the income from Directly Operating such Mortgaged
        Property would be subject to tax as "net income from foreclosure
        property" within the meaning of the REMIC Provisions (such tax referred
        to herein as an "REO Tax"), such Mortgaged Property may be Directly
        Operated by the Special Servicer as REO Property;

                (ii) Directly Operating such Mortgaged Property as an REO
        Property could result in income from such property that would be subject
        to an REO Tax, but that a lease of such property to another party to
        operate such property, or the performance of some services by an
        Independent Contractor with respect to such property, or another method
        of operating such property would not result in income subject to an REO
        Tax, then the Special Servicer may (provided, that in the good faith and
        reasonable judgment of the Special Servicer, such alternative is
        commercially feasible and would result in a greater net recovery on a
        present value basis than earning income subject to an REO Tax) acquire
        such Mortgaged Property as REO Property and so lease or manage such REO
        Property; or

                (iii) It is reasonable to believe that Directly Operating such
        property as REO Property could result in income subject to an REO Tax
        and that such method of operation is commercially feasible and would
        result in a greater net recovery on a present value basis than leasing
        or other method of operating the REO Property that would not incur an
        REO Tax, the Special Servicer shall deliver to the REMIC Administrator,
        in writing, a proposed plan (the "Proposed Plan") to manage such
        property as REO Property. Such plan shall include potential sources of
        income, and to the extent commercially feasible, estimates of the amount
        of income from each such source. Within a reasonable period of time
        after receipt of such plan, the REMIC Administrator shall consult with
        the Special Servicer and shall advise the Special Servicer of the REMIC
        Administrator's federal income tax reporting position with respect to
        the various sources of income that the Trust Fund would derive under the
        Proposed Plan. In addition, the REMIC Administrator shall (to the extent
        reasonably possible) advise the Special Servicer of the estimated amount
        of taxes that the Trust Fund would be required to pay with respect to
        each such source of income. After receiving the information described in
        the two preceding sentences from the REMIC Administrator, the Special
        Servicer shall either (A) implement the Proposed Plan (after acquiring
        the respective Mortgaged Property as REO Property) or (B) manage such
        property in a manner that would not result in the imposition of an REO
        Tax on the income derived from such property. All of the REMIC
        Administrator's expenses (including any fees and expenses of counsel or
        other experts reasonably retained by it) incurred pursuant to this
        section shall be reimbursed to it from the Trust Fund in accordance with
        Section 10.01(e).

            The Special Servicer's decision as to how each REO Property shall be
managed shall be based on the Servicing Standard and in any case on the good
faith and reasonable judgment of the Special Servicer as to which means would be
in the best interest of the Certificateholders by maximizing (to the extent
commercially feasible and consistent with Section 3.17(b)) the net after-tax REO
Revenues received by the Trust Fund with respect to such property and, to the
extent consistent with the foregoing, in the same manner as would prudent
mortgage loan servicers operating acquired mortgaged property comparable to the
respective Mortgaged Property. Both the Special Servicer and the REMIC
Administrator may, at the expense of the Trust Fund payable pursuant to Section
3.05(a)(xiii) consult with counsel.

            (b)  If title to any REO Property is acquired, the Special
Servicer shall manage, conserve and protect such REO Property for the benefit of
the Certificateholders solely for the purpose of its prompt disposition and sale
in a manner that does not and will not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or either result in the receipt by the Loan REMIC or REMIC I of any
"income from non-permitted assets" within the meaning of Section 860F(a)(2)(B)
of the Code or result in an Adverse REMIC Event. 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 consistent with the Servicing Standard
and, consistent therewith, shall withdraw from the REO Account, to the extent of
amounts on deposit therein with respect to any REO Property, funds necessary for
the proper management, maintenance and disposition of such REO Property,
including  without limitation:

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

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

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

                (iv) all costs and expenses necessary to maintain, lease, sell,
        protect, manage and restore such REO Property.

            To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in the preceding
sentence with respect to such REO Property, the Master Servicer, subject to the
second paragraph of Section 3.03(c), shall make Servicing Advances in such
amounts as are necessary for such purposes unless (as evidenced by an Officers'
Certificate delivered to the Trustee) the Master Servicer would not make such
advances if the Master Servicer owned such REO Property or the Master Servicer
determines, in accordance with the Servicing Standard, that such payment would
be a Nonrecoverable Advance; provided, however, that the Master Servicer may
make any such Servicing Advance without regard to recoverability if it is a
necessary fee or expense incurred in connection with the defense or prosecution
of legal proceedings.

            (c) Unless Section 3.17 (a)(i) applies, the Special Servicer shall
contract with any Independent Contractor for the operation and management of any
REO Property, provided that:

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

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

                (iii) except as permitted under Section 3.17(a), any such
        contract shall require, or shall be administered to require, that the
        Independent Contractor, in a timely manner, (A) pay all costs and
        expenses incurred in connection with the operation and management of
        such REO Property, including, without limitation, those listed in
        Section 3.17(b) above, and (B) except to the extent that such revenues
        are derived from any services rendered by the Independent Contractor to
        tenants of the REO Property that are not customarily furnished or
        rendered in connection with the rental of real property (within the
        meaning of Section 1.856-4(b)(5) of the Treasury Regulations or any
        successor provision), 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. No agreement entered into pursuant to this
Section 3.17(c) shall be deemed a Sub-Servicing Agreement for purposes of
Section 3.22.

            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 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) Subject to Section 2.03(a), if any Mortgage Loan becomes a
Defaulted Mortgage Loan, the Special Servicer shall determine the Net Present
Value (in accordance with the procedures set forth in the definition of such
term) of each of the following asset disposition methods (each, an "Asset
Disposition Method") with respect to such Defaulted Mortgage Loan: (i) sell the
Defaulted Mortgage Loan in accordance with and pursuant to the procedures
described in subsection (c) below; (ii) pursue negotiations with the related
Mortgagor designed to workout such Defaulted Mortgage Loan in a manner that
results in the Defaulted Mortgage Loan (A) becoming a Corrected Mortgage Loan
with no modification of any Money Term, (B) being modified as to one or more
Money Terms and becoming a Corrected Mortgage Loan, or (C) paid off due to the
acceptance of a discounted payoff from the Mortgagor (in each case, a
"Workout"); and (iii) foreclose upon or otherwise convert to ownership the
related Mortgaged Property pursuant to Section 3.09 and sell the related REO
Property pursuant to this Section 3.18 (a "Foreclosure"). The Special Servicer
shall follow the Asset Disposition Method that has the highest Net Present
Value. In connection with the consideration of the Asset Disposition Method
described in clause (i) of the second preceding sentence, the (i) Master
Servicer, (ii) the Special Servicer, (iii) the Majority Subordinate
Certificateholder and (iv) each of the Mortgage Loan Sellers with respect to the
Mortgage Loans it originated (each, in such capacity, a "Defaulted Loan
Purchaser") shall have a right of first refusal, subject to the rights of the
holders of the Class V Certificates with respect to the Rite Aid Mortgage Loan
and the related Companion Holder for each AB Mortgage Loan, to purchase such
Defaulted Mortgage Loan from the Trust at a price equal to the Purchase Price
and, in the event that a Defaulted Loan Purchaser notifies the Special Servicer
that it intends to exercise such option, then a sale of the Defaulted Mortgage
Loan to the Defaulted Loan Purchaser pursuant to such option shall be deemed to
be the Asset Disposition Method that has the highest Net Present Value.
Notwithstanding that the Controlling Class Representative has the right to
consult with the Special Servicer on the Asset Disposition Method, the Special
Servicer's determination of the highest Net Present Value to the Trust will be
the Asset Disposition Method effected. To the extent consistent with the
Servicing Standard, the Special Servicer is permitted to recalculate Net Present
Value based upon changed circumstances or new information and utilize different
Asset Disposition Methods to the extent warranted by such recalculated Net
Present Value.

            Notwithstanding the foregoing, pursuant to the terms of the related
Co-Lender Agreement, the Companion Holder will have the right to purchase the
related AB Mortgage Loan or related REO Property. Such right of the Companion
Holder shall be given priority over any provision described in this Section
3.18(b). If the AB Mortgage Loan or REO Property is purchased by the Companion
Holder, repurchased by the applicable Mortgage Loan Seller or otherwise ceases
to be subject to this Agreement, the related Companion Loan will no longer be
subject to this Agreement.

            (c)  In the event that the Defaulted Loan Purchaser exercises its
purchase option pursuant to paragraph 3.18(b) above with respect to a Defaulted
Mortgage Loan, the Special Servicer shall on behalf of the Trustee sell such
Defaulted Mortgage Loan to the Defaulted Loan Purchaser at the Purchase Price.
Otherwise, if and when the Special Servicer determines that the Net Present
Value of a sale of such Defaulted Mortgage Loan is higher than the Net Present
Value of either a Workout or a Foreclosure, it shall offer the Defaulted
Mortgage Loan for sale for cash. Such offering shall be made in a commercially
reasonable manner for a period of not less than 20 days or more than 90 days.
Where any Interested Person is among those bidding with respect to a Defaulted
Mortgage Loan or REO Property, the Special Servicer shall require that all bids
be submitted in writing and be accompanied by a refundable deposit of cash in an
amount equal to 5% of the bid amount.  The Special  Servicer shall give
the  Controlling  Class Representative (and, if applicable, the Rite Aid
Representative), the Master Servicer and the Trustee not less than five days'
prior written notice of its intention to sell such Defaulted Mortgage Loan. If
the Special Servicer intends to bid on the Defaulted Mortgage Loan, the Special
Servicer shall not be permitted to purchase the Defaulted Mortgage Loan at a
price less than the Purchase Price. The Special Servicer shall accept the
highest cash bid received from any Person for such Defaulted Mortgage Loan in an
amount at least equal to the Purchase Price therefor; provided, however, that in
the absence of any such bid, the Special Servicer shall accept the highest cash
bid received from any Person that exceeds the greater of the Net Present Value
of a Foreclosure or the Net Present Value of a Workout. In the absence of any
such bid, the Special Servicer shall proceed to Foreclose or Workout such
Defaulted Mortgage Loan, depending on which Asset Disposition Method has the
higher Net Present Value.

            (d)  If and when the Special Servicer determines that the Net
Present Value of a Foreclosure is higher than the Net Present Value of either a
Workout or a sale of the Defaulted Mortgage Loan, it shall proceed to foreclose
on such Defaulted Mortgage Loan pursuant to Section 3.09 and sell the related
REO Property pursuant to Section 3.18. The Special Servicer shall give the
Controlling Class Representative (and, if applicable, the Rite Aid
Representative), the Master Servicer and the Trustee not less than five days'
prior written notice of its intention to sell any such REO Property, and in
respect of such sale, the Special Servicer shall offer such REO Property in a
commercially reasonable manner.

            (e)  In the event that title to any REO Property is acquired by
the Trust in respect of any Defaulted Mortgage Loan, the deed or certificate of
sale shall be issued to the Trust, the Trustee or to its nominees. The Special
Servicer, after notice to the Controlling Class Representative (and, if
applicable, the Rite Aid Representative), shall use its reasonable best efforts
to sell any REO Property as soon as practicable in accordance with Section
3.16(a). If the Special Servicer on behalf of the Trustee has not received an
REO Extension or an Opinion of Counsel described in Section 3.16(a) 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, after consultation with the Controlling Class
Representative, 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; 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 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.

            (f)  Subject to the REMIC Provisions, the Special Servicer shall
act on behalf of the Trust in negotiating and taking any other action necessary
or appropriate in connection with the sale of any Defaulted Mortgage Loan or REO
Property, including the collection of all amounts payable in connection
therewith. Notwithstanding anything to the contrary herein, neither the Trustee,
in its individual capacity, nor any of its Affiliates may bid for or purchase
any Defaulted Mortgage Loan or REO Property. Any sale of a Defaulted Mortgage
Loan or REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Special Servicer,  the Master Servicer,
or the Trust. Notwithstanding the foregoing, nothing herein shall limit the
liability of the Master Servicer, the Special Servicer or the Trustee to the
Trust and the Certificateholders for failure to perform its duties in accordance
herewith. None of the Special Servicer, the Master Servicer, the Depositor or
the Trustee shall have any liability to the Trust or any Certificateholder with
respect to the price at which a Defaulted Mortgage Loan is sold if the sale is
consummated in accordance with the terms of this Agreement.

            (g)  The proceeds of any sale of a Defaulted Mortgage Loan, after
deduction of the expenses of such sale incurred in connection therewith, shall
be deposited by the Special Servicer within one Business Day of receipt in the
Certificate Account.

            (h)  Notwithstanding  anything herein to the contrary,  the
Special Servicer shall not take or refrain from taking any action pursuant to
instructions from the Controlling Class Representative that would cause it to
violate applicable law or any term or provision of this Agreement, including the
REMIC Provisions and the Servicing Standard.

            (i)  The amount paid for a Defaulted Mortgage Loan or related REO
Property purchased under this Agreement shall be deposited into the Certificate
Account, or if applicable, applied in accordance with the related Co-Lender
Agreement. Upon receipt of an Officers' Certificate from the Master Servicer to
the effect that such deposit has been made, the Trustee 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 or related REO Property ownership of
the Defaulted Mortgage Loan or REO Property. The Custodian, upon receipt of a
Request for Release, shall release or cause to be released to the Master
Servicer or Special Servicer the related Mortgage File. In connection with any
such purchase, the Special Servicer shall deliver the related Servicing File to
the purchaser of a Defaulted Mortgage Loan or related REO Property.

            (j)  If the Rite Aid Mortgage Loan becomes a Defaulted Mortgage
Loan, the Special Servicer shall promptly notify in writing the Master Servicer
and the Trustee, and the Trustee, following its receipt of such notice, shall
promptly notify the Class V Certificateholders. Upon receipt of such notice, the
holder of a majority Percentage Interest in the Class V Certificates will have
the first option, but not the obligation, to purchase the Rite Aid Mortgage Loan
(including the Subordinate Component thereof) from the Trust Fund at a price
equal to the Purchase Price thereof. If the holder of a majority Percentage
Interest in the Class V Certificates fails to exercise such option within 15
days after receipt of such notice, then the Rite Aid Mortgage Loan may be sold
in accordance with Sections 3.18(b), (c) and (d).

            SECTION 3.19      Additional  Obligations  of Master  Servicer and
Special Servicer.

            (a)  The Master  Servicer shall deposit in the Certificate
Account on each P&I Advance Date, without any right of reimbursement therefor
with respect to each Mortgage Loan (other than a Specially Serviced Mortgage
Loan) that was subject to a Principal Prepayment during the most recently ended
Collection Period creating a Prepayment Interest Shortfall, an amount equal to
the lesser of (i) the amount of the related Prepayment Interest Shortfall and
(ii) the sum of (A) the Master Servicing Fee (calculated for this purpose only
at a rate of 0.025% per annum) received by the Master Servicer during such
Collection Period on such Mortgage Loan and (B) investment income earned by the
Master Servicer on the related Principal Prepayment during the most recently
ended Collection Period.

            (b) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor under a Ground Lease, promptly
(and in any event within 60 days of the Closing Date) notify the related ground
lessor in writing of the transfer of such Mortgage Loan to the Trust Fund
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
Master Servicer.

            (c) The Master Servicer shall provide to each Companion Holder any
reports or notices required to be delivered to such Companion Holder pursuant to
the related Co-Lender Agreement.

            (d)  Not later than 4:00 pm (New York City time) on the third
Business Day after each Determination Date, the Master Servicer shall deliver to
the Trustee, the Special Servicer and the Rating Agencies a report (the "Credit
Lease Loan Report") stating with respect to each Credit Lease Loan as of a date
no earlier than such Determination Date: (i) all publicly available ratings of
S&P's and Moody's for the related Tenant or guarantor under the Guaranty as of
the Closing Date and the immediately preceding Determination Date (if any); and
(ii) whether the related Tenant or guarantor under the Guaranty has been placed
on a "credit watch".

            SECTION 3.20 Modifications, Waivers, Amendments and Consents.

            (a) Subject to Section 3.18 and Sections 3.20(b) through 3.20(k)
below and further subject to Sections 3.08(b) and 6.11, the Master Servicer (to
the extent provided in Section 3.02(a) and Section 3.20(i) below) and the
Special Servicer may, on behalf of the Trustee, agree to any modification,
waiver or amendment of any term of any Mortgage Loan (including, subject to
Section 3.20(i), the lease reviews and lease consents related thereto) without
the consent of the Trustee or any Certificateholder.

            (b)  All modifications, waivers or amendments of any Mortgage
Loan (including, subject to Section 3.20(i), the lease reviews and lease
consents related thereto) shall be in writing and shall be considered and
effected in accordance with the Servicing Standard; provided however, that
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 any Mortgage Loan not otherwise permitted by this Section 3.20 that
would constitute a "significant modification" of such Mortgage Loan within the
meaning of Treasury Regulations Section 1.860G-2(b).

            (c) Except as provided in 3.20(d) and the last sentence of Section
3.02(a) and subject to Section 3.18, the Special Servicer, on behalf of the
Trustee, shall not agree or consent to any modification, waiver or amendment of
any term of any Mortgage Loan that would:

                (i) affect the amount or timing of any related payment of
        principal, interest or other amount (including Prepayment Premiums or
        Yield Maintenance Charges, but excluding Penalty Interest and amounts
        payable as additional servicing compensation) payable thereunder;

                (ii) affect the obligation of the related Mortgagor to pay a
        Prepayment Premium or Yield Maintenance Charge or permit a Principal
        Prepayment during any period in which the related Mortgage Note
        prohibits Principal Prepayments;

                (iii) except as expressly contemplated by the related Mortgage
        or pursuant to Section 3.09(d), result in a release of the lien of the
        Mortgage on any material portion of the related Mortgaged Property
        without a corresponding Principal Prepayment in an amount not less than
        the fair market value (as determined by an appraisal by an Independent
        Appraiser 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 other than in connection with a
        taking of all or part of the related Mortgaged Property or REO Property
        for not less than fair market value by exercise of the power of eminent
        domain or condemnation or casualty or hazard losses with respect to such
        Mortgaged Property or REO Property; or

                (iv) if such Mortgage Loan is equal to or in excess of 5% of the
        then aggregate current principal balances of all Mortgage Loans or
        $20,000,000, permit the transfer or transfers of equity interests in the
        borrower or any equity owner of the borrower that would result, in the
        aggregate during the term of the related Mortgage Loan, in a transfer
        greater than 49% of the total interest in the borrower and/or any equity
        owner of the borrower or a transfer of voting control in the borrower of
        an equity owner of the borrower without the prior written confirmation
        from each Rating Agency that such changes will not result in the
        qualification, downgrade or withdrawal to the ratings then assigned to
        the Certificates;

                (v) in the reasonable, good faith judgment of the Special
        Servicer, otherwise materially impair the security for such Mortgage
        Loan or reduce the likelihood of timely payment of amounts due thereon;
        or

                (vi) impair the value or enforceability of a Lease Enhancement
        Policy or an RVI Policy.

            (d) Notwithstanding Section 3.20(c), but subject to the third
paragraph of this Section 3.20(d) and Section 3.18, and the rights of the
Controlling Class Representative set forth in Section 6.11, the Special Servicer
may (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by
forgiving principal, accrued interest or any Prepayment Premium or Yield
Maintenance Charge, (ii) reduce the amount of the Periodic Payment on any
Specially Serviced Mortgage Loan, including by way of a reduction in the related
Mortgage Rate, (iii) forbear in the enforcement of any right granted under any
Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv)
extend the maturity date of any Mortgage Loan, or (v) accept a Principal
Prepayment on any Specially Serviced Mortgage Loan during any Lockout Period;
provided that (A) the related Mortgagor is in default with respect to the
Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment of
the Special Servicer, such default is reasonably foreseeable, and (B) in the
reasonable, good faith judgment of the Special Servicer, such modification would
increase the recovery on the Mortgage Loan to Certificateholders on a net
present value basis (the relevant discounting of amounts that will be
distributable to Certificateholders to be performed at the related Net Mortgage
Rate). In the case of every other modification, waiver or consent, the Special
Servicer shall determine and may rely on an Opinion of Counsel (which Opinion of
Counsel shall be an expense of the Trust Fund to the extent not paid by the
related Mortgagor) to the effect that such modification, waiver or amendment
would not both (1) effect an exchange or reissuance of the Mortgage Loan under
Treasury Regulations Section 1.860G-2(b) of the Code and (2) cause the Loan
REMIC, REMIC I or REMIC II to fail to qualify as a REMIC under the Code or
result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions.

            In addition, notwithstanding Section 3.20(c), but subject to the
third paragraph of this Section 3.20(d), the Special Servicer may extend the
date on which any Balloon Payment is scheduled to be due in respect of a
Specially Serviced Mortgage Loan if the conditions set forth in the proviso to
the prior paragraph are satisfied and the Special Servicer has obtained an
appraisal in accordance with the standards of the Appraisal Institute of the
related Mortgaged Property, performed by an Independent Appraiser, in connection
with such extension, which appraisal supports the determination of the Special
Servicer contemplated by clause (B) of the proviso to the immediately preceding
paragraph and if such Balloon Loan is an Insured Balloon Loan, that such
extension will not impair the value or enforceability of the related RVI Policy.

            In no event will the Special Servicer (i) extend the maturity date
of a Mortgage Loan beyond a date that is two years prior to the Rated Final
Distribution Date, (ii) reduce the Mortgage Rate of a Mortgage Loan to less than
the lesser of (A) the original Mortgage Rate of such Mortgage Loan, (B) the
highest Pass-Through Rate of any Class of Certificates (other than the Class IO
Certificates) then outstanding and (C) a rate below the then prevailing interest
rate for comparable loans, as determined by the Special Servicer, (iii) if the
Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee
simple interest), extend the maturity date of such Mortgage Loan beyond a date
which is less than 20 years prior to the expiration of the term of such Ground
Lease; (iv) defer interest due on any Mortgage Loan in excess of 10% of the
Stated Principal Balance of such Mortgage Loan or defer the collection of
interest on any Mortgage Loan without accruing interest on such deferred
interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan.

            The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 3.20(d) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
Master Servicer and describing in reasonable detail the basis for the Special
Servicer's determination. The Special Servicer shall append to such Officer's
Certificate any information including but not limited to income and expense
statements, rent rolls, property inspection reports and appraisals that support
such determination.

            (e) Any payment of interest that is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Mortgage Loan, notwithstanding that the terms of such
modification, waiver or amendment so permit. The foregoing shall in no way limit
the Special Servicer's ability to charge and collect from the Mortgagor costs
otherwise collectible under the terms of the related Mortgage Note and this
Agreement together with interest thereon.

            (f) The Special Servicer or, with respect to clause (i) below, the
Master Servicer may, as a condition to granting any request by a Mortgagor for
consent, modification, waiver or indulgence or any other matter or thing, the
granting of which is within its 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 (i) as
additional servicing compensation, a reasonable or customary fee for the
additional services performed in connection with such request, provided such fee
would not itself be a "significant modification" pursuant to Treasury
Regulations Section 1.1001-3(e)(2)and (ii) any related costs and expenses
incurred by it. In no event shall the Special Servicer be entitled to payment
for such fees or expenses unless such payment is collected from the related
Mortgagor.

            (g) The Special Servicer shall notify the Master Servicer, any
related Sub-Servicers, the Trustee, the Controlling Class Representative and the
Rating Agencies, in writing, of any material modification, waiver or amendment
of any term of any Mortgage Loan (including fees charged the Mortgagor) and the
date thereof, and shall deliver to the Custodian for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly (and in any event within ten
Business Days) following the execution thereof. Copies of each agreement whereby
any such modification, waiver or amendment of any term of any Mortgage Loan is
effected shall be made available for review upon prior request during normal
business hours at the offices of the Special Servicer pursuant to Section
3.15(g) hereof.

            (h) The Master Servicer shall not permit defeasance of any Mortgage
Loan (x) on or before the earliest date on which defeasance is permitted under
the terms of such Mortgage Loan, and (y) to the extent inconsistent with the
terms of such Mortgage Loan, and if the terms of the Mortgage Loan grant the
Master Servicer the right to require defeasance, the Master Servicer shall act
in accordance with the Servicing Standard to require defeasance. Unless and to
the extent the Master Servicer is precluded from preventing such defeasance by
the related Mortgage Loan documents or otherwise (provided that the Master
Servicer shall not allow such defeasance to cause any REMIC created hereunder to
fail to qualify as a REMIC, and provided further, the Master Servicer may rely
on an Opinion of Counsel as provided for in (ii) below), the Master Servicer
will not permit defeasance of any Mortgage Loan, unless: (i) the defeasance
collateral consists of "Government Securities" within the meaning of the
Investment Company Act of 1940, (ii) the Master Servicer has determined that the
defeasance will not result in an Adverse REMIC Event (provided that the Master
Servicer shall be entitled to rely conclusively on an Opinion of Counsel to that
effect), (iii) the Master Servicer has notified the Rating Agencies, (iv) each
Rating Agency has confirmed that such defeasance will not result in the
qualification, downgrade or withdrawal of the rating then assigned to any Class
of Certificates to which a rating has been assigned by either Rating Agency, (v)
the Master Servicer has requested and received from the related Mortgagor (A) an
Opinion of Counsel generally to the effect that the Trustee will have a
perfected, first priority security interest in such defeasance collateral and
(B) written confirmation from a firm of Independent accountants stating that
payments made on such defeasance collateral in accordance with the terms thereof
will be sufficient to pay the subject Mortgage Loan in full on or before its
Stated Maturity Date and in accordance with the Periodic Payment (or, in the
case of an ARD Loan, on or before its Anticipated Repayment Date) and to timely
pay each Periodic Payment scheduled to be due prior thereto but after the
defeasance and (vi) a single purpose entity (as defined below) is designated to
assume the Mortgage Loan and own the defeasance collateral; provided that, if
under the terms of the related Mortgage Loan documents, the related Mortgagor
delivers cash to purchase the defeasance collateral rather than the defeasance
collateral itself, the Master Servicer shall purchase the U.S. government
obligations contemplated by the related Mortgage Loan documents. Subsequent to
the second anniversary of the Closing Date, to the extent that the Master
Servicer can, in accordance with the related Mortgage Loan documents, require
defeasance of any Mortgage Loan in lieu of accepting a prepayment of principal
thereunder, including a prepayment of principal accompanied by a Prepayment
Premium or Yield Maintenance Charge, the Master Servicer shall, to the extent it
is consistent with the Servicing Standard, require such defeasance, provided
that the conditions set forth in clauses (i) through (vi) of the preceding
sentence have been satisfied. Any customary and reasonable out-of-pocket expense
incurred by the Master Servicer pursuant to this Section 3.20(h) shall be paid
by the Mortgagor of the defeased Mortgage Loan pursuant to the related Mortgage,
Mortgage Note or other pertinent document. Notwithstanding the foregoing, if at
any time, a court with jurisdiction in the matter shall hold that the related
Mortgagor may obtain a release of the subject Mortgaged Property but is not
obligated to deliver the full amount of the defeasance collateral contemplated
by the related Mortgage Loan documents (or cash sufficient to purchase such
defeasance collateral), then the Master Servicer shall (i) if consistent with
the related Mortgage Loan documents, refuse to allow the defeasance of the
Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the related
Mortgagor has delivered cash to purchase the defeasance collateral, the Master
Servicer shall either (A) buy such defeasance collateral or (B) prepay the
Mortgage Loan, in either case, in accordance with the Servicing Standard. For
purposes of this paragraph, a "single purpose entity" shall mean a Person, other
than an individual, whose organization documents provide as follows: it is
formed solely for the purpose of owning and operating a single property,
assuming a Mortgage Loan and owning and pledging the Defeasance Collateral; it
may not engage in any business unrelated to such property and the financing
thereof; it does not have and may not own any assets other than those related to
its interest in the property or the financing thereof and may not incur any
indebtedness other than as permitted by the related Mortgage; it shall maintain
its own books, records and accounts, in each case which are separate and apart
from the books, records and accounts of any other person; it shall hold regular
meetings, as appropriate, to conduct its business, and shall observe all
entity-level formalities and record keeping; it shall conduct business in its
own name and use separate stationery, invoices and checks; it may not guarantee
or assume the debts or obligations of any other person; it shall not commingle
its assets or funds with those of any other person; it shall pay its obligations
and expenses from its own funds and allocate and charge reasonably and fairly
any common employees or overhead shared with affiliates; it shall prepare
separate tax returns and financial statements or, if part of a consolidated
group, shall be shown as a separate member of such group; it shall transact
business with affiliates on an arm's length basis pursuant to written
agreements; and it shall hold itself out as being a legal entity, separate and
apart from any other person. The single purpose entity organizational documents
shall provide that any dissolution and winding up or insolvency filing for such
entity requires the unanimous consent of all partners or members, as applicable,
and that such documents may not be amended with respect to the single purpose
entity requirements during the term of the Mortgage Loan.

            (i) For any Mortgage Loan other than a Specially Serviced Mortgage
Loan and subject to the rights of the Special Servicer set forth in this Section
3.20, the Master Servicer shall be responsible for any request by a Mortgagor
for the consent of the mortgagee for a modification, waiver or amendment of any
term with respect to:

                (i) approving routine leasing activity (including any
        subordination, standstill and attornment agreements) with respect to
        leases for less than the lesser of (a) 30,000 square feet and (b) 20% of
        the related Mortgaged Property;

                (ii) approving any waiver affecting the timing of receipt of
        financial statements from any Mortgagor provided that such financial
        statements are delivered no less than quarterly and within 60 days of
        the end of the calendar quarter;

                (iii) approving annual budgets for the related Mortgaged
        Property, provided that no such budget (1) provides for the payment of
        operating expenses in an amount equal to more than 110% of the amounts
        budgeted therefor for the prior year or (2) provides for the payment of
        any material expenses to any affiliate of the Mortgagor (other than the
        payment of a management fee to any property manager if such management
        fee is no more than the management fee in effect on the Cut-off Date);

                (iv) subject to other restrictions herein regarding Principal
        Prepayments, waiving any provision of a Mortgage Loan requiring a
        specified number of days notice prior to a Principal Prepayment; and

                (v) approving certain consents with respect to right-of-ways and
        easements and consent to subordination of the related Mortgage Loan to
        such easements or right-of-ways.

            (j) To the extent that either the Master Servicer or Special
Servicer waives any Penalty Interest or late charge in respect of any Mortgage
Loan, whether pursuant to Section 3.02(a) or this Section 3.20, the respective
amounts of additional servicing compensation payable to the Master Servicer and
the Special Servicer under Section 3.11 out of such Penalty Interest or late
payment charges shall be reduced proportionately, based upon the respective
amounts that had been payable thereto out of such Penalty Interest or late
payment charges immediately prior to such waiver.

            (k) Notwithstanding anything to the contrary in this Agreement,
neither the Master Servicer nor the Special Servicer, as applicable, shall take
the following action unless it has received prior written confirmation (the cost
of which shall be paid by the related Mortgagor, if so allowed by the terms of
the related loan documents) from the Rating Agencies that such action will not
result in a qualification, downgrade or withdrawal of any of the ratings
assigned by such Rating Agency to the Certificates:

                (i) With respect to any Mortgaged Property that secures a
        Mortgage Loan with an unpaid principal balance that is at least equal to
        five percent (5%) of the then aggregate principal balance of all
        Mortgage Loans or $20,000,000, the giving of any consent, approval or
        direction regarding the termination of the related property manager or
        the designation of any replacement property manager; and

                (ii) With respect to each Mortgage Loan with an unpaid principal
        balance that is equal to or greater than (A) two percent (2%) of the
        then aggregate principal balance of all the Mortgage Loans or (B)
        $10,000,000 and which is secured by a Mortgaged Property which is a
        hospitality property, the giving of any consent to any change in the
        franchise affiliation of such Mortgaged Property.

            (l) The Special Servicer shall not consent to the modification,
waiver or amendment of a Lease Enhancement Policy or an RVI Policy without
receiving prior written confirmation from each Rating Agency that such
modification, waiver or amendment will not result in a qualification, downgrade
or withdrawal of the ratings on the Certificates. The Master Servicer shall not
consent to any modification, waiver or amendment of any Lease Enhancement Policy
or RVI Policy.

            (m) In the event the Special Servicer, in connection with a
modification, waiver or amendment in respect of any AB Mortgage Loan, modifies,
waives or amends the terms thereof such that (i) the Stated Principal Balance is
decreased, (ii) the Mortgage Rate is reduced, (iii) payments of interest or
principal are waived, reduced or deferred or (iv) any other adjustment is made
to any of the terms of such AB Mortgage Loan, all payments made in respect of
the related Mortgage Loan shall be made as though such modification, waiver or
amendment did not occur, with the payment terms of such AB Mortgage Loan
remaining the same as they are on the Cut-off Date, and the related Companion
Loan shall bear the full economic effect of all waivers, reductions or deferrals
of amounts due on such AB Mortgage Loan attributable to such modification,
waiver or amendment.

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

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan, the Master Servicer shall promptly notify the
Trustee, and if the Master Servicer is not also the Special Servicer, the Master
Servicer shall immediately give notice thereof, and shall deliver or cause to be
delivered a copy of the related Mortgage File and Servicing File, to the Special
Servicer and shall use reasonable efforts to provide the Special Servicer with
all information, documents (or copies thereof) and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating
to the Mortgage Loan and, if applicable the related Companion Loan, either in
the Master Servicer's or any of its directors', officers', employees',
affiliates' or agents' possession or control or otherwise available to the
Master Servicer without undue burden or expense, and reasonably requested by the
Special Servicer to enable it to assume its functions hereunder with respect
thereto without acting through a Sub-Servicer. The Master Servicer shall use
reasonable efforts to comply with the preceding sentence within five Business
Days of the occurrence of each related Servicing Transfer Event; provided,
however, if the information, documents and records requested by the Special
Servicer are not contained in the Servicing File, the Master Servicer shall have
such period of time as reasonably necessary to make such delivery.
Notwithstanding the occurrence of a Servicing Transfer Event, the Master
Servicer shall continue to receive payments on such Mortgage Loan (including
amounts collected by the Special Servicer).

            Upon determining that a Specially Serviced Mortgage Loan has become
a Corrected Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof to the
Master Servicer, and shall return the related Mortgage File and Servicing File
and all other information, documents and records that were not part of the
Servicing File when it was delivered to the Special Servicer within five
Business Days of the occurrence, to the Master Servicer (or such other Person as
may be directed by the Master Servicer) and upon giving such notice, and
returning such Servicing File, to the Master Servicer (or such other Person as
may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage Loan, and, if applicable, the Companion 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 and, if applicable, the related
Companion Loan shall resume.

            (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of documents included within
the definition of "Mortgage File" for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and copies of any
additional related Mortgage Loan information, including correspondence with the
related Mortgagor.

            (c) On or before each Determination Date, the Special Servicer shall
deliver to the Master Servicer and each Rating Agency (or such other Person as
may be directed by the Master Servicer) a statement in writing and in computer
readable format (the form of such statement to be agreed upon by the Master
Servicer) describing, on a loan-by-loan and property-by-property basis, (1)
insofar as it relates to Specially Serviced Mortgage Loans and REO Properties,
the information described in clauses (x) through (xiii) of Section 4.02(a) and,
insofar as it relates to the Special Servicer, the information described in
clauses (xxiii), (xxiv) and (xxv) of Section 4.02(a), (2) the amount of all
payments, Insurance Proceeds and Liquidation Proceeds received, and the amount
of any Realized Loss incurred, with respect to each Specially Serviced Mortgage
Loan during the related Collection Period, and the amount of all REO Revenues,
Insurance Proceeds and Liquidation Proceeds received, and the amount of any
Realized Loss incurred, with respect to each REO Property during the related
Collection Period, (3) the amount, purpose and date of all Servicing Advances
made by the Special Servicer with respect to each Specially Serviced Mortgage
Loan and REO Property during the related Collection Period and (4) such
additional information relating to the Specially Serviced Mortgage Loans and REO
Properties as the Master Servicer reasonably requests to enable it to perform
its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Mortgage Loans
and REO Properties and shall provide the Special Servicer with any information
reasonably available to the Master Servicer required by the Special Servicer to
perform its duties under this Agreement.

            (d) No later than 30 days after a Mortgage Loan and, if applicable,
Companion Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer
shall deliver to each Rating Agency, the Trustee, the Master Servicer and the
Controlling Class Representative, and with respect to the Rite Aid Mortgage
Loan, the Rite Aid Representative, a report (the "Asset Status Report") with
respect to such 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 negotiations with the related Mortgagor;

                (ii) a discussion of the legal and environmental considerations
        reasonably known to the Special Servicer, consistent with the Servicing
        Standard, that are applicable to the exercise of remedies as aforesaid
        and to the enforcement of any related guaranties or other collateral for
        the related Specially Serviced 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 Appraised Value of the Mortgaged Property together with
        the assumptions used in the calculation thereof;

                (v) summary of the Special Servicer's recommended action with
        respect to such Specially Serviced Mortgage Loan; 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
which relates to a recommended action for which the Controlling Class
Representative is entitled to object under Section 6.11, the Controlling Class
Representative (and with respect to the Rite Aid Mortgage Loan, the Controlling
Class Representative must act in consultation with the Rite Aid Representative)
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 Controlling Class Representative (and
with respect to the Rite Aid Mortgage Loan, the Controlling Class Representative
in consultation with the Rite Aid Representative) disapproves such Asset Status
Report, the Special Servicer will revise such Asset Status Report and deliver to
the Controlling Class Representative (and with respect to the Rite Aid Mortgage
Loan, the Rite Aid Representative), the Rating Agencies and the Master Servicer
a new Asset Status Report as soon as practicable, but in no event later than 30
days after such disapproval. Notwithstanding anything herein to the contrary,
the Controlling Class Representative shall have no right to disapprove the
Special Servicer's determination of an Asset Disposition Method in accordance
with Section 3.18.

            The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(d) until the Controlling Class
Representative (and with respect to the Rite Aid Mortgage Loan, the Controlling
Class Representative in consultation with the Rite Aid Representative) 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) may, 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 Controlling Class Representative (and with
respect to the Rite Aid Mortgage Loan, the Controlling Class Representative) and
(ii) in any case, shall determine whether such affirmative 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 paragraph, the Special Servicer shall notify the Trustee of such
rejection 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 5 days of the
Trustee's sending such notice, to reject such Asset Status Report, the Special
Servicer shall implement the same. If the Asset Status Report is rejected by a
majority of the Certificateholders, (other than for a reason which violates the
Servicing Standard, which shall control), the Special Servicer shall revise such
Asset Status Report as described above in this Section 3.21(d) and provide a
copy of such revised report to the Master Servicer. 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.

            No direction of the Controlling Class Representative or the majority
of the Certificateholders shall (a) require or cause the Special Servicer to
violate the terms of a Specially Serviced Mortgage Loan, applicable law or any
provision of this Agreement, including the Special Servicer's obligation to act
in accordance with the Servicing Standard and to maintain the REMIC status of
each REMIC, (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, any of the Mortgage Loan
Sellers, the Trust Fund or the Trustee or the officers and the directors of each
party to claim, suit or liability or (d) expand the scope of the Master
Servicer's, Trustee's or Special Servicer's responsibilities under this
Agreement.

            SECTION 3.22 Sub-Servicing Agreements.

            (a) The Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of their respective obligations hereunder, provided that, in each case,
the Sub-Servicing Agreement: (i) is consistent with this Agreement in all
material respects, requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement and includes events of default with
respect to the Sub-Servicer substantially similar to the Events of Default set
forth in Section 7.01(a) hereof (other than Section 7.01(a)(x) and (xi)) to the
extent applicable (modified to apply to the Sub-Servicer instead of the Master
Servicer); (ii) provides that if the Master Servicer or the 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), the Trustee
or its designee may thereupon assume all of the rights and, except to the extent
such obligations arose prior to the date of assumption, obligations of the
Master Servicer or the Special Servicer, as the case may be, under such
agreement or (except with respect only to the Sub-Servicing Agreements in effect
as of the date of this Agreement) may terminate such subservicing agreement
without cause and without payment of any penalty or termination fee (other than
the right of reimbursement and indemnification); (iii) provides that the
Trustee, for the benefit of the Certificateholders, shall be a third party
beneficiary under such agreement, but that (except to the extent the Trustee or
its designee assumes the obligations of the Master Servicer or the Special
Servicer, as the case may be, thereunder as contemplated by the immediately
preceding clause (ii)) none of the Trustee, the Trust Fund, any successor Master
Servicer or Special Servicer, as the case may be, or any Certificateholder shall
have any duties under such agreement or any liabilities arising therefrom; (iv)
permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate
such agreement with respect to such purchased Mortgage Loan at its option and
without penalty, (v) with respect to any Sub-Servicing Agreement entered into by
the Special Servicer, does not permit the Sub-Servicer to enter into or consent
to any modification, waiver or amendment or otherwise take any action on behalf
of the Special Servicer contemplated by Section 3.20 hereof without the consent
of such Special Servicer or conduct any foreclosure action contemplated by
Section 3.09 hereof or sale of a Mortgage Loan or REO Property contemplated by
Section 3.18 hereof, and (vi) does not permit the Sub-Servicer any direct rights
of indemnification that may be satisfied out of assets of the Trust Fund. In
addition, each Sub-Servicing Agreement entered into by the Master Servicer shall
provide that such agreement shall be subject to Section 3.21 hereof with respect
to any Mortgage Loan that becomes a Specially Serviced Mortgage Loan. The Master
Servicer and the Special Servicer each shall deliver to the Trustee and to each
other 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. References in this Agreement to actions taken or to
be taken by the Master Servicer or the Special Servicer include actions taken or
to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special
Servicer, as the case may be; and, in connection therewith, all amounts advanced
by any Sub-Servicer to satisfy the obligations of the Master Servicer or the
Special Servicer hereunder to make P&I Advances or Servicing Advances shall be
deemed to have been advanced by the Master Servicer or the Special Servicer, as
the case may be, out of its own funds and, accordingly, such P&I Advances or
Servicing Advances shall be recoverable by such Sub-Servicer in the same manner
and out of the same funds as if such Sub-Servicer were the Master Servicer or
the Special Servicer, as the case may be. For so long as they are outstanding,
Advances shall accrue interest in accordance with Sections 3.03(d) and 4.03(d),
such interest to be allocable between the Master Servicer or the Special
Servicer, as the case may be, and such Sub-Servicer as they may agree. For
purposes of this Agreement, the Master Servicer and the Special Servicer each
shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. The Master Servicer and the Special Servicer each shall
notify the other, the Trustee and the Depositor in writing promptly of the
appointment by it of any Sub-Servicer.

            (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law, and shall be an
approved conventional seller/servicer of mortgage loans for FHLMC or FNMA 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 Fund) monitor the performance and enforce the
obligations of their respective 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 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 applicable, in its good faith business
judgment, would require were it the owner of the Mortgage Loans. Subject to the
terms of the related Sub-Servicing Agreement, the Master Servicer and the
Special Servicer may each have the right to remove a Sub-Servicer at any time it
considers such removal to be in the best interests of Certificateholders.

            (d) In the event of the resignation, removal or other termination of
First Union National Bank or any successor Master Servicer hereunder for any
reason, the Trustee or other Person succeeding such resigning, removed or
terminated party as Master Servicer, shall elect, with respect to any
Sub-Servicing Agreement in effect as of the date of this Agreement: (i) to
assume the rights and obligations of the 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 on such terms as the Trustee or other successor 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 Trustee or other
successor Master Servicer in which case the existing Sub-Servicing Agreement
shall remain in effect); or (iii) to terminate the Sub-Servicing Agreement if
(but only if) an Event of Default (as defined in such Sub-Servicing Agreement)
has occurred and is continuing, in each case without paying any sub-servicer
termination fee.

            Each Sub-Servicing Agreement will provide, among other things, that
the Master Servicer and its successors may at its sole option, terminate any
rights the Sub-Servicer may have thereunder with respect to any or all Mortgage
Loans if Moody's (i) reduces the rating assigned to one or more Classes of the
respective Certificates as a result of the sub-servicing of the Mortgage Loans
by the Sub-Servicer, or (ii) advises the Master Servicer or the Trustee in
writing that it will cause a qualification, downgrade or withdrawal of such
rating due to the continued servicing by the Sub-Servicer.

            (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall remain obligated and liable to the Trustee and
the Certificateholders for the performance of their respective 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 each alone were servicing
and administering the Mortgage Loans or REO Properties for which it is
responsible.

            (f) The Special Servicer shall not enter into a Sub-Servicing
Agreement unless Moody's has confirmed in writing that the execution of such
agreement will not result in a qualification, downgrade, or withdrawal of the
then-current ratings on the outstanding Certificates or such Sub-Servicing
Agreement relates to a Mortgage Loan or Mortgage Loans (along with any Mortgage
Loans previously sub-serviced pursuant to this section) that represent less than
25% of the outstanding principal balance of all Specially Serviced Mortgage
Loans. The Special Servicer shall comply with the terms of each such
Sub-Servicing Agreement to the extent the terms thereof are not inconsistent
with the terms of this Agreement and the Special Servicer's obligations
hereunder.

            SECTION 3.23 Representations and Warranties of Master Servicer and
Special Servicer.

            (a) The Master Servicer, in such capacity, hereby represents and
warrants to the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Depositor and the Special Servicer, as of the
Closing Date, that:

                (i) The Master Servicer is a national banking association, duly
        organized under the laws of the United States of America, 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
        articles of association or by-laws or constitute a default (or an event
        which, with notice or lapse of time, or both, would constitute a
        default) under, or result in the breach of, any material agreement or
        other material instrument to which it is a party or by which it is
        bound.

                (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 receivership, insolvency, reorganization, moratorium and
        other laws affecting the enforcement of creditors' rights generally and
        the rights of creditors of banks, 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 that 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, calculated on a consolidated
        basis.

                (vii) Each officer, director, employee, consultant or advisor of
        the Master Servicer with responsibilities concerning the servicing and
        administration of Mortgage Loans is covered by errors and omissions
        insurance in the amounts and with the coverage as, and to the extent,
        required by Section 3.07(c).

                (viii) The net worth of the Master Servicer (or, in the case of
        the initial Master Servicer, the consolidated net worth thereof and of
        its direct or indirect parent), determined in accordance with generally
        accepted accounting principles, is not less than $15,000,000.

                (ix) Any consent, approval, authorization or order of any court
        or governmental agency or body required for the execution, delivery and
        performance by the Master Servicer of or compliance by the Master
        Servicer with this Agreement or the consummation of the transactions
        contemplated by this Agreement has been obtained and is effective.

                (x) The Master Servicer possesses all insurance required
        pursuant to Section 3.07(c) of this Agreement.

            (b) The Special Servicer, in such capacity, hereby represents and
warrants to the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Depositor and the Master Servicer, as of the
Closing Date, that:

                (i) The Special Servicer is a national banking association duly
        organized under the laws of the United States of America, validly
        existing 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 certificate of incorporation 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 material instrument by which it is bound.

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

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

                (v) The Special Servicer is not in violation of, and its
        execution and delivery of this Agreement and its performance and
        compliance with the terms of this Agreement will not constitute a
        violation of, any law, any order or decree of any court or arbiter, or
        any order, regulation or demand of any federal, state or local
        governmental or regulatory authority, which violation, in the Special
        Servicer's 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 that
        would prohibit the Special Servicer from entering into this Agreement
        or, in the Special Servicer's good faith and 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, director and employee of the Special
        Servicer and each consultant or advisor of the Special Servicer with
        responsibilities concerning the servicing and administration of Mortgage
        Loans is covered by errors and omissions insurance in the amounts and
        with the coverage required by Section 3.07(c).

                (viii) Any consent, approval, authorization or order of any
        court or governmental agency or body required for the execution,
        delivery and performance by the Special Servicer of or compliance by the
        Special Servicer with this Agreement or the consummation of the
        transactions contemplated by this Agreement has been obtained and is
        effective.

                (ix) The Special Servicer possesses all insurance required
        pursuant to Section 3.07(c) of this Agreement.

            (c) The representations and warranties of the Master Servicer and
the Special Servicer, set forth in Section 3.23(a) (with respect to the Master
Servicer) and Section 3.23(b) (with respect to the Special Servicer),
respectively, 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 Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice to the other
parties.

            SECTION 3.24 Sub-Servicing Agreement Representation and Warranty.

            (a) The Master Servicer, in such capacity, hereby represents and
warrants to the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Depositor and the Special Servicer, as of the
Closing Date, that each Sub-Servicing Agreement satisfies the requirements for
such Sub-Servicing Agreements set forth in Sections 3.22(a) and the second
paragraph of 3.22(d) in all material respects.

            SECTION 3.25 Designation of Controlling Class Representative and the
Rite Aid Representative.

            (a) The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled in accordance with
this Section 3.25 to select a representative (the "Controlling Class
Representative") having the rights and powers specified in this Agreement
(including those specified in Section 6.11) or to replace an existing
Controlling Class Representative. Upon (i) the receipt by the Trustee of written
requests for the selection of a Controlling Class Representative from the
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class, (ii) the resignation or removal of the Person acting as
Controlling Class Representative or (iii) a determination by the Trustee that
the Controlling Class has changed, the Trustee shall promptly notify the
Depositor and the Holders (and, in the case of Book-Entry Certificates, to the
extent actually known to a Responsible Officer of the Trustee or identified
thereto by the Depository or the Depository Participants, the Certificate
Owners) of the Controlling Class that they may select a Controlling Class
Representative. Such notice shall set forth the process for selecting a
Controlling Class Representative, which shall be the designation of the
Controlling Class Representative by the Holders (or Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class by a writing delivered to the Trustee. No appointment of any
Person as a Controlling Class Representative shall be effective until such
Person provides the Trustee with written confirmation of its acceptance of such
appointment, an address and telecopy number for the delivery of notices and
other correspondence and a list of officers or employees of such Person with
whom the parties to this Agreement may deal (including their names, titles, work
addresses and telecopy numbers).

            (b) Within ten (10) Business Days (or as soon thereafter as
practicable if the Controlling Class consists of Book-Entry Certificates) of
receiving a request therefor from the Master Servicer or Special Servicer, the
Trustee shall deliver to the requesting party the identity of the Controlling
Class Representative and a list of each Holder (or, in the case of Book-Entry
Certificates, to the extent actually known to a Responsible Officer of the
Trustee or identified thereto by the Depository or the Depository Participants,
each Certificate Owner) of the Controlling Class, including, in each case, names
and addresses. With respect to such information, the Trustee shall be entitled
to conclusively rely on information provided to it by the Depository, and the
Master Servicer and the Special Servicer shall be entitled to rely on such
information provided by the Trustee with respect to any obligation or right
hereunder that the Master Servicer and the Special Servicer may have to deliver
information or otherwise communicate with the Controlling Class Representative
or any of the Holders (or, if applicable, Certificate Owners) of the Controlling
Class. In addition to the foregoing, within two (2) Business Days of the
selection, resignation or removal of a Controlling Class Representative, the
Trustee shall notify the other parties to this Agreement of such event. The
expenses incurred by the Trustee in connection with obtaining information from
the Depository or Depository Participants with respect to any Book-Entry
Certificate shall be expenses of the Trust Fund payable out of the Certificate
Account pursuant to Section 3.05(a).

            (c) A Controlling Class Representative may at any time resign as
such by giving written notice to the Trustee and to each Holder (or, in the case
of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class shall be entitled to remove any existing Controlling Class
Representative by giving written notice to the Trustee and to such existing
Controlling Class Representative.

            (d) Once a Controlling Class Representative has been selected
pursuant to this Section 3.25 each of the parties to this Agreement and each
Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless a majority of the Holders (or, in the case of
Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by
aggregate Certificate Principal Balance, or such Controlling Class
Representative, as applicable, shall have notified the Trustee and each other
Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the
Controlling Class, in writing, of the resignation or removal of such Controlling
Class Representative.

            (e) Any and all expenses of the Controlling Class Representative
shall be borne by the Holders (or, if applicable, the Certificate Owners) of
Certificates of the Controlling Class, pro rata according to their respective
Percentage Interests in such Class, and not by the Trust. Notwithstanding the
foregoing, if a claim is made against the Controlling Class Representative by a
Mortgagor with respect to this Agreement or any particular Mortgage Loan, the
Controlling Class Representative shall immediately notify the Trustee, the
Master Servicer and the Special Servicer, whereupon (if the Special Servicer or
the Trust Fund are also named parties to the same action and, in the sole
judgment of the Special Servicer, (i) the Controlling Class Representative had
acted in good faith, without negligence or willful misfeasance with regard to
the particular matter, and (ii) there is no potential for the Special Servicer
or the Trust Fund to be an adverse party in such action as regards the
Controlling Class Representative) the Special Servicer on behalf of the Trust
Fund shall, subject to Section 6.03, assume the defense of any such claim
against the Controlling Class Representative. This provision shall survive the
termination of this Agreement and the termination or resignation of the
Controlling Class Representative.

            (f) In the event the Rite Aid Mortgage Loan becomes a Specially
Serviced Mortgage Loan, the Holders (or, in the case of Book-Entry Certificates,
the Certificate Owners) of Class V Certificates representing more than 50% of
the Class Principal Balance of the Class V Certificates shall be entitled in
accordance with this Section 3.25 to select a representative (the "Rite Aid
Representative") having the rights and powers specified in this Agreement or to
replace an existing Rite Aid Representative. Upon (i) the receipt by the Trustee
of written requests for the selection of a Rite Aid Representative from the
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Class V Certificates representing more than 50% of the Class Principal Balance
of such Class, or (ii) the resignation or removal of the Person acting as Rite
Aid Representative, the Trustee shall promptly notify the Depositor and the
Holders (and, in the case of Book-Entry Certificates, to the extent actually
known to a Responsible Officer of the Trustee or identified thereto by the
Depository or the Depository Participants, the Certificate Owners) of the Class
V Certificates that they may select a Rite Aid Representative. Such notice shall
set forth the process for selecting a Rite Aid Representative, which shall be
the designation of the Rite Aid Representative by the Holders (or Certificate
Owners) of Certificates representing more than 50% of the Class Principal
Balance of the Class V Certificates by a writing delivered to the Trustee. No
appointment of any Person as a Rite Aid Representative shall be effective until
such Person provides the Trustee with written confirmation of its acceptance of
such appointment, an address and telecopy number for the delivery of notices and
other correspondence and a list of officers or employees of such Person with
whom the parties to this Agreement may deal (including their names, titles, work
addresses and telecopy numbers). Any Rite Aid Representative appointed hereunder
shall be automatically removed in the event that such Class V Certificateholder
or an Affiliate of such Class V Certificateholder becomes the Rite Aid Mortgage
Loan borrower under the Rite Aid Mortgage Loan. Except as otherwise agreed with
the related Class V Certificateholders, no such Rite Aid Representative shall
owe any fiduciary duty to the Trustee, the Master Servicer, the Special Servicer
or any Certificateholder.

            (g) Within ten (10) Business Days (or as soon thereafter as
practicable if the Class V Certificates are Book-Entry Certificates) of
receiving a request therefor from the Master Servicer or Special Servicer, the
Trustee shall deliver to the requesting party the identity of the Rite Aid
Representative and a list of each Holder (or, in the case of Book-Entry
Certificates, to the extent actually known to a Responsible Officer of the
Trustee or identified thereto by the Depository or the Depository Participants,
each Certificate Owner) of the Class V Certificates, including, in each case,
names and addresses. With respect to such information, the Trustee shall be
entitled to conclusively rely on information provided to it by the Depository,
and the Master Servicer and the Special Servicer shall be entitled to rely on
such information provided by the Trustee with respect to any obligation or right
hereunder that the Master Servicer and the Special Servicer may have to deliver
information or otherwise communicate with the Rite Aid Representative or any of
the Holders (or, if applicable, Certificate Owners) of the Class V Certificates.
In addition to the foregoing, within two (2) Business Days of the selection,
resignation or removal of a Rite Aid Representative, the Trustee shall notify
the other parties to this Agreement of such event. The expenses incurred by the
Trustee in connection with obtaining information from the Depository or
Depository Participants with respect to any Book-Entry Certificate shall be
expenses of the Trust Fund payable out of the Certificate Account pursuant to
Section 3.05(a).

            (h) A Rite Aid Representative may at any time resign as such by
giving written notice to the Trustee and to each Holder (or, in the case of
Book-Entry Certificates, Certificate Owner) of the Class V Certificates. The
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Class V Certificates shall be entitled to remove any existing Rite Aid
Representative by giving written notice to the Trustee and to such existing Rite
Aid Representative.

            (i) Once a Rite Aid Representative has been selected pursuant to
this Section 3.25 each of the parties to this Agreement and each Class V
Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless a majority of the Holders (or, in the case of
Book-Entry Certificates, the Certificate Owners) of the Class V Certificates, by
aggregate Certificate Principal Balance, or such Rite Aid Representative, as
applicable, shall have notified the Trustee and each other Holder (or, in the
case of Book-Entry Certificates, Certificate Owner) of the Class V Certificates,
in writing, of the resignation or removal of such Rite Aid Representative.

            (j) Any and all expenses of the Rite Aid Representative shall be
borne by the Holders (or, if applicable, the Certificate Owners) of Class V
Certificates, pro rata according to their respective Percentage Interests in
such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is
made against the Rite Aid Representative by a Mortgagor with respect to this
Agreement or the Rite Aid Mortgage Loan, the Rite Aid Representative shall
immediately notify the Trustee, the Master Servicer and the Special Servicer,
whereupon (if the Special Servicer or the Trust Fund are also named parties to
the same action and, in the sole judgment of the Special Servicer, (i) the Rite
Aid Representative had acted in good faith, without negligence or willful
misfeasance with regard to the particular matter, and (ii) there is no potential
for the Special Servicer or the Trust Fund to be an adverse party in such action
as regards the Rite Aid Representative) the Special Servicer on behalf of the
Trust Fund shall, subject to Section 6.03, assume the defense of any such claim
against the Rite Aid Representative. This provision shall survive the
termination of this Agreement and the termination or resignation of the Rite Aid
Representative.

            (k) All rights to, and requirements for, information (including the
delivery of information or access to information) provided to the Controlling
Class Representative contained herein shall also apply to (i) the Rite Aid
Representative with respect to information relating to the Rite Aid Mortgage
Loan and (ii) to each Companion Holder with respect information relating to the
related AB Mortgage Loan.

            SECTION 3.26 Performance of Borrower Credit Lease Obligations.

            (a) In the event the Master Servicer or Special Servicer, as
applicable, has received notice or has actual knowledge of a condition (a
"Credit Lease Termination Condition") with respect to any Mortgaged Property
which may permit the related Tenant to either (A) offset against or abate
payments of rent (including basic rent) or (B) terminate such Credit Lease, the
Master Servicer or Special Servicer, as applicable, in connection with its
respective servicing activities hereunder, and to the extent not in violation
with the related Mortgage Loan documents, applicable law and the related Credit
Lease, shall use efforts consistent with the Servicing Standard to cause the
related Mortgagor to perform the Borrower Credit Lease Obligations in a manner
which would correct the Credit Lease Termination Condition. In the event the
related Mortgagor is required to expend funds in order to correct a Credit Lease
Termination Condition, the Master Servicer shall make withdrawals from the
Servicing Account, to the extent of available funds therein for such Mortgage
Loan and to the extent consistent with the related Mortgage Loan documents and
any Borrower Reserve Agreement, for reimbursement to the related Mortgagor of
such expenses, upon its receipt of a written disbursement request therefor from
the related Mortgagor; provided, however, that, to the extent consistent with
the related Mortgage Loan documents, the Master Servicer or Special Servicer, as
applicable, may, as a condition to the disbursement of such funds to the
Mortgagor, (x) require that the Mortgagor provide the Master Servicer or Special
Servicer, as applicable, with (1) evidence reasonably satisfactory to the Master
Servicer or Special Servicer, as applicable, that such expenses were actually
incurred and paid by the Mortgagor (including, without limitation, the
presentation by the Mortgagor to the Master Servicer or Special Servicer, as
applicable, of lien waivers, invoices, bills and the like) and (2) confirmation
of compliance with the Borrower Credit Lease Obligations from the Tenant in form
satisfactory to the Master Servicer or Special Servicer, as applicable, and (y)
require an inspection by the Master Servicer or Special Servicer, as applicable,
of the related Mortgaged Property at the expense of the related Mortgagor (to be
paid from amounts on deposit in the related Servicing Account, if any, to the
extent permitted under the related Mortgage Loan documents) in order to verify
the Mortgagor's compliance with the Borrower Credit Lease Obligations for which
such disbursement is sought; provided, further, that to the extent consistent
with the related Mortgage Loan documents no reimbursement shall be made to the
Mortgagor for expenditures made by the Mortgagor for which no reserves have been
established pursuant to the Borrower Reserve Agreement. Notwithstanding any
provision herein, neither the Master Servicer nor the Special Servicer shall be
required to take any action to correct, or cause the Mortgagor to correct, any
Credit Lease Termination Condition (a "Servicer Protective Action") if the
Master Servicer or the Special Servicer determines that taking such action would
be illegal, or would otherwise result in material liability under any applicable
law or the applicable loan documents to (a) the Trust (including without
limitation a liability for reimbursement of the Master Servicer or the Special
Servicer) which would not be offset by prevention of a loss to the Trust or the
Certificateholders by performance of such Servicer Protective Action or (b) the
Master Servicer or the Special Servicer without right of reimbursement
hereunder. The Master Servicer and the Special Servicer may consult legal
counsel and obtain environmental assessments as shall be reasonably required in
making such determination, the costs of which shall be reimbursable as a
Servicing Advance as contemplated by Section 3.05(a); provided, however, that
the costs of obtaining such environmental assessments shall be reimbursed to the
Master Servicer or the Special Servicer in connection with a Servicer Protective
Action only if the Master Servicer or the Special Servicer determines that, as a
result of such Servicer Protective 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 the related
Mortgaged Property within the meaning of CERCLA or any comparable law.

            (b) In the event the related Mortgagor fails to correct a Credit
Lease Termination Condition in a timely manner (as determined by the Master
Servicer or Special Servicer, as applicable, in accordance with the Servicing
Standard), and to the extent not in violation of the Mortgage Loan documents,
applicable law and the related Credit Lease, the Master Servicer (prior to a
Servicing Transfer Event, and thereafter the Special Servicer) shall use efforts
consistent with the Servicing Standard to correct the Credit Lease Termination
Condition. The Master Servicer shall make withdrawals from the Servicing
Account, to the extent of available funds for such Mortgage Loan therein and to
the extent consistent with the related Mortgage Loan documents, for payment to
itself or the Special Servicer, as applicable (upon its receipt of a written
disbursement request therefor from the Special Servicer) of the reasonable
expenses required to correct the Credit Lease Termination Condition.

            (c) In the event that any excess funds from the Mortgage Loan
payments or funds in the Servicing Account for such Mortgage Loan are
insufficient to pay the expenses required to correct a Credit Lease Termination
Condition, the Master Servicer shall be required to pay such shortfall amount
from its own funds as a Servicing Advance; provided, however, that the Master
Servicer shall not be so required to advance its own funds to the extent that
such advance is determined to be a Nonrecoverable Servicing Advance in
accordance with Section 3.03(c) herein. The Master Servicer shall be entitled to
withdraw any funds subsequently deposited and held in the Servicing Account in
order to pay itself for any unreimbursed Servicing Advances (including interest
thereon at the Reimbursement Rate) relating to the correction of any Credit
Lease Termination Condition with respect to any related Mortgaged Property.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            SECTION 4.01 Distributions.

            (a) On each Distribution Date the Paying Agent shall (except as
otherwise provided in Section 9.01), based on information provided by the Master
Servicer and the Special Servicer, apply amounts on deposit in the Distribution
Account, after payment of amounts payable from the Distribution Account in
accordance with Section 3.05(b)(ii) through (vii) and deemed distributions from
REMIC I pursuant to Section 4.01(h), for the following purposes and in the
following order of priority, in each case to the extent of the remaining portion
of the Available Distribution Amount:

                (i) to distributions of interest to the Holders of the Senior
        Certificates in an amount equal to, and pro rata in accordance with, all
        Distributable Certificate Interest in respect of each Class of Senior
        Certificates for such Distribution Date and, to the extent not
        previously paid, for all prior Distribution Dates;

                (ii) to distributions of principal to the Holders of the Class
        A-1 Certificates, in an amount (not to exceed the Class Principal
        Balance of the Class A-1 Certificates outstanding immediately prior to
        such Distribution Date) equal to the entire Principal Distribution
        Amount for such Distribution Date;

                (iii) after the Class Principal Balance of the Class A-1
        Certificates has been reduced to zero, to distributions of principal,
        pro rata, to the Holders of the Class A-2 Certificates, in an amount
        (not to exceed the Class Principal Balance of the Class A-2 Certificates
        outstanding immediately prior to such Distribution Date) equal to the
        entire Principal Distribution Amount for such Distribution Date (net of
        any portion thereof distributed on such Distribution Date to the Holders
        of the Class A-1 Certificates pursuant to clause (ii) above);

                (iv) to distributions to the Holders of the Class A-1
        Certificates, the Class A-2 Certificates, pro rata in accordance with,
        in an amount equal to, and in reimbursement of, all Realized Losses and
        Additional Trust Fund Expenses, if any, previously allocated to each
        such Class of Certificates and not previously reimbursed;

                (v) 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;

                (vi) after the Class Principal Balances of the Class A-1
        Certificates, the Class A-2 Certificates 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 Principal Distribution Amount for such Distribution
        Date (net of any portion thereof distributed on such Distribution Date
        to the Holders of any other Class of Certificates pursuant to any prior
        clause of this Section 4.01(a)).

                (vii) 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, previously
        allocated to the Class B Certificates and not previously reimbursed;

                (viii) 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;

                (ix) after the Class Principal Balance of the Class B
        Certificates has 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
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (x) 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, previously allocated to the
        Class C Certificates and not previously reimbursed;

                (xi) to distributions of interest to the Holders of the Class D
        Certificates, in an amount equal to all Distributable Certificate
        Interest in respect of the Class D Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                (xii) after the Class Principal Balance of the Class C
        Certificates has 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
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (xiii) 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, previously
        allocated to the Class D Certificates and not previously reimbursed;

                (xiv) to distributions of interest to the Holders of the Class E
        Certificates, in an amount equal to all Distributable Certificate
        Interest in respect of the Class E Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                (xv) after the Class Principal Balance of the Class D
        Certificates has 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
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (xvi) 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, previously
        allocated to the Class E Certificates and not previously reimbursed;

                (xvii) to distributions of interest to the Holders of the Class
        F Certificates, in an amount equal to all Distributable Certificate
        Interest in respect of the Class F Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                (xviii) after the Class Principal Balance of the Class E
        Certificates has 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
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (xix) 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, previously
        allocated to the Class F Certificates and not previously reimbursed;

                (xx) to distributions of interest to the Holders of the Class G
        Certificates, in an amount equal to all Distributable Certificate
        Interest in respect of the Class G Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                (xxi) after the Class Principal Balance of the Class F
        Certificates has 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
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (xxii) 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, previously
        allocated to the Class G Certificates and not previously reimbursed;

                (xxiii) to distributions of interest to the Holders of Class H
        Certificates, in an amount equal to all Distributable Certificate
        Interest in respect of the Class H Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                (xxiv) after the Class Principal Balance of the Class G
        Certificates has 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
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (xxv) 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, previously
        allocated to such Class of Certificates and not previously reimbursed;

                (xxvi) to distributions of interest to the Holders of the Class
        J Certificates, in an amount equal to all Distributable Certificate
        Interest in respect of the Class J Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                (xxvii) after the Class Principal Balance of the Class H
        Certificates has 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 Balance of the Class J Certificates outstanding
        immediately prior to such Distribution Date) equal to the entire
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (xxviii) 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, previously
        allocated to the Class J Certificates and not previously reimbursed;

                (xxix) to distributions of interest to the Holders of the Class
        K Certificates, in an amount equal to all Distributable Certificate
        Interest in respect of the Class K Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                (xxx) after the Class Principal Balance of the Class J
        Certificates has 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
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (xxxi) 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, previously
        allocated to the Class K Certificates and not previously reimbursed;

                (xxxii) to distributions of interest to the Holders of the Class
        L Certificates, in an amount equal to all Distributable Certificate
        Interest in respect of the Class L Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                (xxxiii) after the Class Principal Balance of the Class K
        Certificates has 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
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (xxxiv) 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, previously
        allocated to the Class L Certificates and not previously reimbursed;

                (xxxv) to distributions of interest to the Holders of the Class
        M Certificates, in an amount equal to all Distributable Certificate
        Interest in respect of the Class M Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                (xxxvi) after the Class Principal Balance of the Class L
        Certificates has 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
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (xxxvii) 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, previously
        allocated to the Class M Certificates and not previously reimbursed;

                (xxxviii) to distributions of interest to the Holders of the
        Class N Certificates, in an amount equal to all Distributable
        Certificate Interest in respect of the Class N Certificates for such
        Distribution Date and, to the extent not previously paid, for all prior
        Distribution Dates;

                (xxxix) after the Class Principal Balance of the Class M
        Certificates has 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
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (xl) 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, previously
        allocated to the Class N Certificates and not previously reimbursed;

                (xli) to distributions of interest to the Holders of the Class O
        Certificates, in an amount equal to all Distributable Certificate
        Interest in respect of the Class O Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                (xlii) after the Class Principal Balance of the Class N
        Certificates has 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
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (xliii) 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, previously
        allocated to the Class O Certificates and not previously reimbursed;

                (xliv) to distributions of interest to the Holders of the Class
        P Certificates, in an amount equal to all Distributable Certificate
        Interest in respect of the Class P Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                (xlv) after the Class Principal Balance of the Class O
        Certificates has 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
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (xlvi) 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, previously
        allocated to the Class P Certificates and not previously reimbursed;

                (xlvii) to distributions of interest to the Holders of the Class
        Q Certificates, in an amount equal to all Distributable Certificate
        Interest in respect of the Class Q Certificates for such Distribution
        Date and, to the extent not previously paid, for all prior Distribution
        Dates;

                (xlviii) after the Class Principal Balance of the Class P
        Certificates has 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
        Principal Distribution Amount for such Distribution Date (net of any
        portion thereof distributed on such Distribution Date to the Holders of
        any other Class of Certificates pursuant to any prior clause of this
        Section 4.01(a));

                (xlix) 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, previously
        allocated to the Class Q Certificates and not previously reimbursed; and

                (l) to make distributions to the Holders of the Class R-II
        Certificates, in an amount equal to the excess, if any, of (A) the
        aggregate distributions deemed made in respect of the REMIC I Regular
        Interests on such Distribution Date pursuant to Section 4.01(a), over
        (B) the aggregate distributions made in respect of the Regular
        Certificates on such Distribution Date pursuant to clauses (i) through
        (xlix) above;

provided that on each Distribution Date after the aggregate of Class Principal
Balances of each Class of Subordinated Certificates has been reduced to zero,
the payments of principal to be made as contemplated by clauses (ii) and (iii)
above with respect to the Class A Certificates will be made to the Holders of
the respective Classes of such Class A Certificates up to an amount equal to,
and pro rata as among such Classes in accordance with, the respective then
outstanding Class Principal Balances of such Classes of Certificates and without
regard to the Principal Distribution Amount for such Distribution Date.
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 reduction of the related
Class Principal Balance.

            All distributions of interest made in respect of the Class IO
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 Strip Rate 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.

            (b) On each Distribution Date, the Paying Agent shall withdraw from
the Distribution Account any amounts that represent Prepayment Premiums and/or
Yield Maintenance Charges actually collected on the Mortgage Loans and any REO
Loans during the related Collection Period and shall be deemed to distribute
such Prepayment Premiums and/or Yield Maintenance Charges (i) in the case of the
Rite Aid Mortgage Loan, from the Loan REMIC to REMIC I in respect of the Loan
REMIC Senior Regular Interest (whether or not such Class has received all
distributions of interest and principal to which it is entitled) and (ii) from
REMIC I to REMIC II in respect of REMIC I Regular Interest LA-1 (whether or not
such Class has received all distributions of interest and principal to which it
is entitled), and then shall distribute each such Prepayment Premium and/or
Yield Maintenance Charge, as additional yield, as follows:

                (i) With respect to Prepayment Premiums collected on the
        Mortgage Loans:

                        (A) First, to the Holders of the respective Classes of
                Regular Certificates (other than any Excluded Class thereof)
                entitled to distributions of principal pursuant to Section
                4.01(a) on the related Distribution Date, up to an amount of
                Prepayment Premiums equal to the product of (y) the amount of
                such Prepayment Premiums, multiplied by (z) a fraction, the
                numerator of which is equal to the amount of principal
                distributable to such Class of Sequential Pay Certificates on
                the related Distribution Date, and the denominator of which is
                the Principal Distribution Amount for the related Distribution
                Date; and

                        (B) Second, to the Holders of the Class IO Certificates,
                to the extent of any remaining portion of such Prepayment
                Premiums.

                (ii) With respect to Yield Maintenance Charges collected on the
        Mortgage Loans:

                        (A) First, to the Holders of the respective Classes of
                Regular Certificates (other than any Excluded Class thereof)
                entitled to distributions of principal pursuant to Section
                4.01(a) on such Distribution Date, up to an amount equal to, and
                pro rata based on, the Additional Yield Amounts for each such
                Class of Certificates for such Distribution Date; and

                        (B) Second, to the Holders of the Class IO Certificates,
                to the extent of any remaining portion of such Yield Maintenance
                Charges.

            On each Distribution Date, the Paying Agent shall withdraw from the
Additional Interest Account any amounts that represent (A) Additional Interest
actually collected during the related Collection Period on the ARD Loans and any
related REO Loans that are First Union Mortgage Loans and shall distribute such
amounts among the Holders of the Class Z-I Certificates pro rata in accordance
with their respective Percentage Interests of such Class and (B) Additional
Interest actually collected during the related Collection Period on the ARD
Loans and any related REO Loans that are Merrill Lynch Mortgage Loans and shall
distribute such amounts among the Holders of the Class Z-II Certificates pro
rata in accordance with their respective Percentage Interests of such Class.

            (c) 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 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 Paying Agent with
wiring instructions no less than five Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates), or otherwise by check mailed
to the address of such Certificateholder as it appears in the Certificate
Register. The final distribution on each Certificate (determined, in the case of
a Sequential Pay Certificate, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Certificate, but taking into account possible future
distributions of Additional Interest) will be made in a like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Prior to any termination of the
Trust Fund pursuant to Section 9.01, 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 Register or to any other address of which the Paying
Agent was subsequently notified in writing. If such check is returned to the
Paying Agent, the Paying Agent, directly or through an agent, shall take such
reasonable steps to contact the related Holder and deliver such check as it
shall deem appropriate. Any funds in respect of a check returned to the Paying
Agent shall be set aside by the Paying Agent and held uninvested in trust and
credited to the account of the appropriate Holder. The costs and expenses of
locating the appropriate Holder and holding such funds 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 the Paying Agent has not, after having taken such
reasonable steps, located the related Holder by the second anniversary of the
initial sending of a check, the Paying Agent shall, subject to applicable law,
distribute the unclaimed funds to the Holders of the Class R-II Certificates.

            (d) 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 related 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 related Certificate Owners that it represents. None of
the Trustee, the Paying Agent, the Certificate Registrar, the Depositor or the
Master Servicer shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law. The Trustee and the Depositor
shall perform their respective obligations under a Letter of Representations
among the Depositor, the Trustee and the Initial Depository dated as of the
Closing Date.

            (e) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund in respect of the 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.

            (f) Except as otherwise provided in Section 9.01, whenever the
Paying Agent receives written notification of or 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 Paying Agent shall, no later than five
days after the related Determination Date, mail to each Holder of record on such
date of such Class of Certificates a notice to the effect that:

                (i) the Paying Agent 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 office of the Certificate Registrar or at 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(f) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, 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 former Holder on any amount
held in trust pursuant to this paragraph. If all of the Certificates shall not
have been surrendered for cancellation by the second anniversary of the delivery
of the second notice, the Paying Agent shall, subject to applicable law,
distribute to the Holders of the Class R-II Certificates all unclaimed funds and
other assets which remain subject thereto.

            (g) Notwithstanding any other provision of this Agreement, the
Paying Agent shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Paying Agent reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Paying
Agent does withhold any amount from interest or original issue discount payments
or advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Paying Agent shall indicate the amount withheld to such
Certificateholders.

            (h) All distributions made in respect of any Class of Sequential Pay
Certificates on each Distribution Date pursuant to Section 4.01(a) or Section
9.01 shall be deemed to have first been distributed from REMIC I to REMIC II in
respect of its Corresponding REMIC I Regular Interest set forth in the
Preliminary Statement hereto; and all distributions made in respect of the Class
IO Certificates on each Distribution Date pursuant to Section 4.01(a) or Section
9.01, and allocable to any particular Component of such Class of Certificates in
accordance with the last paragraph of Section 4.01(a), shall be deemed to have
first been distributed from REMIC I to REMIC II in respect of such Component's
Corresponding REMIC I Regular Interest. In each case, if such distribution on
any such Class of Regular Certificates was a distribution of interest or
principal or in reimbursement of previously allocated Realized Losses and
Additional Trust Fund Expenses in respect of such Class of Regular Certificates,
then the corresponding distribution deemed to be made on a REMIC I Regular
Interest pursuant to the preceding sentence shall be deemed to also be a
distribution of interest or principal or in reimbursement of previously
allocated Realized Losses and Additional Trust Fund Expenses, as the case may
be, in respect of such REMIC I Regular Interest. Any amounts remaining in the
Distribution Account in respect of REMIC I after the deemed distributions in
respect of the REMIC I Regular Interests shall (except as otherwise provided in
Section 9.01) be distributed by the Paying Agent in respect of the REMIC I
Residual Interest to the Holders of the Class R-I Certificates.

            (i) On each Distribution Date, the Trustee in respect of the Loan
REMIC Senior Regular Interest, and the Paying Agent, in respect of the Class V
Certificates and the Class R-I Certificates, shall (except as otherwise provided
in Section 9.01), based on information provided by the Master Servicer and the
Special Servicer, apply amounts on deposit in the Distribution Account, after
payment of amounts payable from the Distribution Account in accordance with
Section 3.05(b)(ii) through (vii), to the extent related to the Rite Aid
Mortgage Loan, for the following purposes and in the following order of
priority, in each case to the extent of the remaining portion of the Rite Aid
Available Distribution Amount:

                (i) as deemed distributions from the Loan REMIC to REMIC I in
        respect of the Loan REMIC Senior Regular Interest, as part of the
        Available Distribution Amount for such Distribution Date, up to all
        Distributable Rite Aid Senior Component Interest for such Distribution
        Date, and to the extent not previously paid, for all prior Distribution
        Dates;

                (ii) as deemed distributions from the Loan REMIC to REMIC I in
        respect of the Loan REMIC Senior Regular Interest, as part of the
        Available Distribution Amount for such Distribution Date, up to an
        amount equal to the lesser of (A) the sum of (1) the portion of such
        amounts being distributed that are allocable to principal of the Rite
        Aid Mortgage Loan and (2) on any Distribution Date prior to the
        reduction of the Rite Aid Senior Balance to zero, the Subordinate
        Component Capitalized Amount for such Distribution Date and (B) the Rite
        Aid Senior Balance outstanding immediately prior to such Distribution
        Date;

                (iii) as deemed distributions from the Loan REMIC to REMIC I in
        respect of the Loan REMIC Senior Regular Interest, as part of the
        Available Distribution Amount for such Distribution Date, as
        reimbursement for all Realized Losses and Additional Trust Fund Expenses
        on the Rite Aid Mortgage Loan, if any, previously allocated to the Loan
        REMIC Senior Regular Interest and for which no reimbursement has
        previously been received;

                (iv) to make distributions of interest to the Class V
        Certificates in respect of the Rite Aid Subordinate Component, up to an
        amount equal to all Distributable Certificate Interest in respect of the
        Class V Certificates for such Distribution Date and, to the extent not
        previously distributed, for all prior Distribution Dates, if any;
        provided, however, that on any Distribution Date prior to the reduction
        of the Rite Aid Senior Balance to zero, any amount that would otherwise
        be distributed pursuant to this clause (iv) (such amount, the
        "Subordinate Component Capitalized Amount") shall not be distributed and
        instead shall be distributed as principal in respect of the Rite Aid
        Senior Regular Interest;

                (v) after the Rite Aid Senior Balance has been reduced to zero,
        to make distributions of principal to the Class V Certificates in
        respect of the Rite Aid Subordinate Component, in an amount not to
        exceed the Rite Aid Subordinate Balance on such Distribution Date;

                (vi) to make distributions to the Holders of the Class V
        Certificates, in an amount equal to, and in reimbursement of, all
        Realized Losses and Additional Trust Fund Expenses, if any, previously
        allocated to the Class V Certificates in respect of the Rite Aid
        Subordinate Component and for which no reimbursement has been previously
        received; and

                (vii) to make distributions to the Holders of the Class R-I
        Certificates in respect of the Loan REMIC Residual Interest, up to an
        amount equal to the excess, if any, of (A) the aggregate distributions
        made on the Rite Aid Mortgage Loan on such Distribution Date, over (B)
        the sum of (1) the aggregate distributions deemed made in respect of the
        Loan REMIC Senior Regular Interest on such Distribution Date pursuant to
        clauses (i), (ii) and (iii) of this Section 4.01(i) and (2) the
        aggregate distributions made in respect of the Class V Certificates on
        such Distribution Date pursuant to Section 4.01(b) and clauses (iv), (v)
        and (vi) of this Section 4.01(i).

            The amounts to be applied pursuant to clauses (i), (ii) and (iii)
above will be included as part of the Available Distribution Amount for the
subject Distribution Date and will be applied as described above to make
distributions on the Certificates.

            (j) On each Distribution Date, the Companion Paying Agent (based
upon a statement of the Master Servicer to be delivered to the Trustee that
specifies the amount required to be deposited in the Companion Distribution
Account and any amounts payable to the Master Servicer from the Companion
Distribution Account pursuant to this Section 4.01(j)) shall make withdrawals
and payments from the Companion Distribution Account for the related Companion
Loans in the following order of priority:

                (i) to pay the Trustee or any of its directors, officers,
        employees and agents, as the case may be, any amounts payable or
        reimbursable to any such Person pursuant to Section 8.05, to the extent
        any such amounts relate solely to a Loan Pair;

                (ii) to pay for the cost of the Opinions of Counsel sought by
        the Trustee as contemplated by Sections 9.02(a)(i) and 10.01(h), to the
        extent any such costs relate to a Loan Pair;

                (iii) to pay to the Master Servicer any amounts deposited by the
        Master Servicer in the Companion Distribution Account not required to be
        deposited therein;

                (iv) on each Distribution Date, to pay all amounts remaining in
        the Companion Distribution Account to the Companion Holder; and

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

            All distributions from a Companion Distribution Account required
hereunder shall be made by the Companion Paying Agent to the Companion Holder by
wire transfer in immediately available funds to the account of such Companion
Holder or an agent therefor appearing on the Companion Register on the related
Record Date (or, if no such account so appears or information relating thereto
is not provided at least five Business Days prior to the related Record Date, by
check sent by first-class mail to the address of such Companion Holder or its
agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.

            To the extent amounts are payable to or in respect of the Trust Fund
pursuant to Section 4.01(j)(i) or (ii), the Companion Distribution Account shall
be considered an "outside reserve fund" within the meaning of the REMIC
Provisions, beneficially owned by the Companion Holder for federal income tax
purposes, who shall be taxable on all reinvestment income thereon, and who shall
be deemed to have received any amounts reimbursed from the Trust Fund to the
Companion Distribution Account.

            SECTION 4.02 Statements to Certificateholders; CMSA Loan Periodic
Update File.

            (a) On each Distribution Date, the Trustee shall make available or
forward by mail (or by electronic transmission acceptable to the recipient) to
each Certificateholder, each initial Certificate Owner and (upon written request
made to the Trustee) each subsequent Certificate Owner (as identified to the
reasonable satisfaction of the Trustee), the Depositor, the Master Servicer, the
Special Servicer, the Companion Holder, the Underwriters and each Rating Agency,
a statement (a "Distribution Date Statement"), as to the distributions made on
such Distribution Date, based on information provided to it by the Master
Servicer and the Special Servicer, setting forth:

                (i) the amount of the distribution 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 on such Distribution Date to
        the Holders of each Class of Regular Certificates allocable to
        Distributable Certificate Interest;

                (iii) the amount of the distribution on such Distribution Date
        to the Holders of each Class of Regular Certificates allocable to
        Prepayment Premiums and/or Yield Maintenance Charges;

                (iv) the amount of the distribution on such Distribution Date to
        the Holders of each Class of Regular Certificates in reimbursement of
        previously allocated Realized Losses and Additional Trust Fund Expenses;

                (v) the Available Distribution Amount for such Distribution
        Date;

                (vi) (a) the aggregate amount of P&I Advances made in respect of
        such Distribution Date pursuant to Section 4.03(a), including, without
        limitation, any amounts applied pursuant to Section 4.03(a)(ii), and the
        aggregate amount of unreimbursed P&I Advances that had been outstanding
        at the close of business on the related Determination Date and the
        aggregate amount of interest accrued and payable to the Master Servicer
        or the Trustee in respect of such unreimbursed P&I Advances in
        accordance with Section 4.03(d) as of the close of business on the
        related Determination Date, (b) the aggregate amount of Servicing
        Advances as of the close of business on the related Determination Date
        and (c) the aggregate amount of all Nonrecoverable Advances as of the
        close of business on the related Determination Date;

                (vii) the aggregate unpaid principal balance of the Mortgage
        Pool outstanding as of the close of business on the related
        Determination Date;

                (viii) the aggregate Stated Principal Balance of the Mortgage
        Pool outstanding immediately before and immediately after such
        Distribution Date;

                (ix) the number, aggregate principal balance, weighted average
        remaining term to maturity and weighted average Mortgage Rate of the
        Mortgage Loans as of the close of business on the related Determination
        Date;

                (x) the number, aggregate unpaid principal balance (as of the
        close of business on the related Determination Date) and aggregate
        Stated Principal Balance (immediately after such Distribution Date) of
        Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C)
        delinquent more than 89 days, (D) as to which foreclosure proceedings
        have been commenced, and (E) to the actual knowledge of the Master
        Servicer or Special Servicer in bankruptcy proceedings;

                (xi) as to each Mortgage Loan referred to in the preceding
        clause (x) above, (A) the loan number thereof, (B) the Stated Principal
        Balance thereof immediately following such Distribution Date, and (C) a
        brief description of any executed loan modification;

                (xii) with respect to any Mortgage Loan as to which a
        Liquidation Event occurred during the related Collection Period (other
        than a payment in full), (A) the loan number thereof, (B) the aggregate
        of all Liquidation Proceeds and other amounts received in connection
        with such Liquidation Event (separately identifying the portion thereof
        allocable to distributions on the Certificates), and (C) the amount of
        any Realized Loss in connection with such Liquidation Event;

                (xiii) with respect to any REO Property included in the Trust
        Fund as to which a Final Recovery Determination was made during the
        related Collection Period, (A) the loan number of the related Mortgage
        Loan, (B) the aggregate of all Liquidation Proceeds and other amounts
        received in connection with such Final Recovery Determination
        (separately identifying the portion thereof allocable to distributions
        on the Certificates), and (C) the amount of any Realized Loss in respect
        of the related REO Loan in connection with such Final Recovery
        Determination;

                (xiv) the Accrued Certificate Interest and Distributable
        Certificate Interest in respect of each Class of Regular Certificates
        for such Distribution Date;

                (xv) any unpaid Distributable Certificate Interest in respect of
        each Class of Regular Certificates after giving effect to the
        distributions made on such Distribution Date;

                (xvi) the Pass-Through Rate for each Class of Regular
        Certificates for such Distribution Date;

                (xvii) the Principal Distribution Amount for such Distribution
        Date, separately identifying the respective components thereof (and, in
        the case of any Principal Prepayment or other unscheduled collection of
        principal received during the related Collection Period, the loan number
        for the related Mortgage Loan and the amount of such prepayment or other
        collection of principal);

                (xviii) the aggregate of all Realized Losses incurred during the
        related Collection Period and all Additional Trust Fund Expenses
        incurred during the related Collection Period;

                (xix) the aggregate of all Realized Losses and Additional Trust
        Fund Expenses that were allocated on such Distribution Date;

                (xx) the Class Principal Balance of each Class of Regular
        Certificates (other than the Class IO Certificates) and the Component
        Notional Amount of each Component 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;

                (xxi) the Certificate Factor for each Class of Regular
        Certificates immediately following such Distribution Date;

                (xxii) the aggregate amount of interest on P&I Advances paid to
        the Master Servicer and the Trustee during the related Collection Period
        in accordance with Section 4.03(d);

                (xxiii) the aggregate amount of interest on Servicing Advances
        paid to the Master Servicer, the Trustee and the Special Servicer during
        the related Collection Period in accordance with Section 3.03(d);

                (xxiv) the aggregate amount of servicing fees paid to the Master
        Servicer and the Special Servicer during the related Collection Period;
        and

                (xxv) the loan number for each Required Appraisal Loan and any
        related Appraisal Reduction Amount as of the related Determination Date;

                (xxvi) the original and then current credit support levels for
        each Class of Regular Certificates;

                (xxvii) the original and then current ratings for each Class of
        Regular Certificates;

                (xxviii) the aggregate amount of Prepayment Premiums and Yield
        Maintenance Charges collected during the related Collection Period; and

                (xxix) the amounts, if any, actually distributed with respect to
        the Class Z-I Certificates, Class Z-II Certificates, Class V
        Certificates, Class R-I Certificates (separately in respect of the Loan
        REMIC Residual Interest and the Class R-I Residual Interest) or Class
        R-II Certificates on such Distribution Date.

            In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (x) through (xiii), and (xxiv)
above, insofar as the underlying information is solely within the control of the
Special Servicer, the Trustee and the Master Servicer may, absent manifest
error, conclusively rely on the reports to be provided by the Special Servicer.

            The Trustee may rely on and shall not be responsible absent manifest
error 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).

            The Trustee shall make available or shall cause to be delivered on
each Distribution Date either electronically or by first class mail to each
Certificateholder, the Depositor, the Underwriters, each Rating Agency, the
Special Servicer and any other Person designated in writing by the Depositor (by
hard copy, on diskette or via such other electronic medium as is mutually
acceptable to the Trustee and the recipient) a copy of the following nine
reports or in the case of reports to Persons designated in writing by the
Depositor, any of the following nine reports delivered to it by the Master
Servicer pursuant to Section 3.12(c): (i) the Delinquent Loan Status Report,
(ii) the Historical Liquidation Report, (iii) the Historical Loan Modification
Report, (iv) the REO Status Report, (v) the Watch List, (vi) a Comparative
Financial Status Report, (vii) an Operating Statement Analysis, (viii) an NOI
Adjustment Worksheet and (ix) an Interim Delinquent Loan Status Report. The
Trustee shall make available or shall cause to be delivered on each Distribution
Date by first class mail (or by electronic transmission acceptable to the
recipient) to each Certificateholder, each Certificate Owner, the Underwriters,
the Depositor, each Rating Agency and each other Person that received a
Distribution Date Statement on such Distribution Date a hard copy (or a copy in
an electronic medium acceptable to the recipient) of the CMSA Loan Periodic
Update File, the CMSA Property File, the CMSA Bond File, and the CMSA Collateral
Summary File containing information regarding each Mortgaged Property most
recently received from the Master Servicer. Absent manifest error, none of the
Master Servicer or the Special Servicer shall be responsible for the accuracy or
completeness of any information supplied to it by a borrower or third party that
is included in any reports, statements, materials or information prepared or
provided by the Master Servicer or the Special Servicer, as applicable. The
Trustee shall not be responsible absent manifest error for the accuracy or
completeness of any information supplied to it for delivery pursuant to this
Section. Neither the Trustee, the Master Servicer nor the Special Servicer shall
have any obligation to verify the accuracy or completeness of any information
provided by a Mortgagor or third party.

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall, upon request, send to each Person who at any time
during the calendar year was a Certificateholder of record, a report summarizing
on an annual basis (if appropriate) the items provided to Certificateholders
pursuant to clauses (i), (ii), (iii) and (iv) of the description of
"Distribution Date Statement" above and such other information as may be
required to enable such Certificateholders to prepare their federal income tax
returns. Such information shall include the amount of original issue discount
accrued on each Class of Certificates and information regarding the expenses of
the Trust Fund. Such requirement shall be deemed to be satisfied to the extent
such information is provided pursuant to applicable requirements of the Code
from time to time in force.

            If any Certificate Owner does not receive through the Depository or
any of its Depository Participants any of the statements, reports and/or other
written information described above in this Section 4.02(a) that it would
otherwise be entitled to receive if it were the Holder of a Definitive
Certificate evidencing its ownership interest in the related Class of Book Entry
Certificates, then the Trustee shall mail or cause the mailing of such
statements, reports and/or other written information to such Certificate Owner
upon the request of such Certificate Owner made in writing to the Corporate
Trust Office (accompanied by current verification of such Certificate Owner's
ownership interest). Such portion of such information as may be agreed upon by
the Depositor and the Trustee shall be furnished to any such Person via
overnight courier delivery or telecopy from the Trustee; provided that the cost
of such overnight courier delivery or telecopy shall be an expense of the party
requesting such information.

            The Trustee shall only be obligated to deliver the statements,
reports and information contemplated by this Section 4.02(a) to the extent it
receives the necessary underlying information from the Special Servicer or
Master Servicer, as applicable, and shall not be liable for any failure to
deliver any thereof on the prescribed due dates, to the extent caused by failure
to receive timely such underlying information. Nothing herein shall obligate the
Trustee or the Master Servicer to violate any applicable law prohibiting
disclosure of information with respect to any Mortgagor and the failure of the
Trustee, Master Servicer or the Special Servicer to disseminate information for
such reason shall not be a breach hereof.

            (b) Not later than 2:00 p.m. New York City time on the second
Business Day preceding each Distribution Date the Master Servicer shall furnish
to the Trustee, the Depositor, the Special Servicer and the Underwriters, by
electronic transmission (or in such other form to which the Trustee or the
Depositor, as the case may be, and the Master Servicer may agree), with a hard
copy of such transmitted information to follow promptly, an accurate and
complete CMSA Loan Periodic Update File providing the required information for
the Mortgage Loans as of such Determination Date. The Depositor shall provide
the information necessary for the CMSA Loan Setup File on the Closing Date. Not
later than 2:00 p.m. New York City time on the second Business Day preceding
each Distribution Date, the Master Servicer shall deliver to the Trustee notice
of the Discount Rate applicable to each Principal Prepayment received in the
related Collection Period.

            In the performance of its obligations set forth in Section 4.05 and
its other duties hereunder, the Trustee may conclusively rely on reports
provided to it by the Master Servicer, and the Trustee shall not be responsible
to recompute, recalculate or verify the information provided to it by the Master
Servicer. In the case of information to be furnished by the Master Servicer to
the Trustee pursuant to this Section 4.02(b), insofar as such information is
solely within the control of the Special Servicer, the Master Servicer shall
have no obligation to provide such information until it has received such
information from the Special Servicer, shall not be in default hereunder due to
a delay in providing the CMSA Loan Periodic Update File caused by the Special
Servicer's failure to timely provide any report required under this Agreement
and may, absent manifest error, conclusively rely on the reports to be provided
by the Special Servicer.

            SECTION 4.03 P&I Advances.

            (a) On or before 2:00 p.m., New York City time, on each P&I Advance
Date, the Master Servicer shall (i) apply amounts in the Certificate Account
received after the end of the related Collection Period or otherwise held for
future distribution to Certificateholders in subsequent months in discharge of
its obligation to make P&I Advances or (ii) subject to Section 4.03(c) below,
remit from its own funds to the Paying Agent for deposit into the Distribution
Account an amount equal to the aggregate amount of P&I Advances, if any, to be
made in respect of the related Distribution Date. The Master Servicer may also
make P&I Advances in the form of any combination of clauses (i) and (ii) above
aggregating the total amount of P&I Advances to be made. Any amounts held in the
Certificate Account for future distribution and so used to make P&I Advances
shall be appropriately reflected in the Master Servicer's records and replaced
by the Master Servicer by deposit in the Certificate Account on or before the
next succeeding Determination Date (to the extent not previously replaced
through the deposit of Late Collections of the delinquent principal and interest
in respect of which such P&I Advances were made). If, as of 3:00 p.m., New York
City time, on any P&I Advance 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 (704)
593-7735 (or such alternative number provided by the Master Servicer to the
Trustee in writing) and by telephone at telephone (704) 593-7821 (or such
alternative number provided by the Master Servicer to the Trustee in writing) as
soon as possible, but in any event before 4:00 p.m., New York City time, on such
P&I Advance Date. If the Trustee does not receive the full amount of such P&I
Advances by 10:00 a.m., New York City time, on the related Distribution Date,
then, subject to Section 4.03(c), (i) the Trustee shall, no later than 11:00
a.m., New York City time, on such related Distribution Date make the portion of
such P&I Advances that was required to be, but was not, made by the Master
Servicer on such P&I Advance Date, and (ii) the provisions of Sections 7.01 and
7.02 shall apply.

            (b) The aggregate amount of P&I Advances to be made by the Master
Servicer or the Trustee in respect of any Distribution Date shall, subject to
Section 4.03(c) below, equal the aggregate of all Periodic Payments (other than
Balloon Payments) and any Assumed Scheduled Payments, net of related Servicing
Fees due or deemed due, as the case may be, in respect of the Mortgage Loans
(including, without limitation, Balloon Mortgage Loans delinquent as to their
respective Balloon Payments) and any REO Loans on their respective Due Dates
during the related Collection Period, in each case to the extent such amount was
not paid by or on behalf of the related Mortgagor or otherwise collected
(including as net income from REO Properties) as of the close of business on the
related Determination Date; provided, that, (x) if the Periodic Payment on any
Mortgage Loan has been reduced in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section 3.20,
or if the final maturity on any Mortgage Loan shall be extended in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment granted or agreed to by the Special Servicer
pursuant to Section 3.20, and the Periodic Payment due and owing during the
extension period is less than the related Assumed Scheduled Payment, then the
Master Servicer or the Trustee shall, as to such Mortgage Loan only, advance
only the amount of the Periodic Payment due and owing after taking into account
such reduction (net of related Servicing Fees) in the event of subsequent
delinquencies thereon; and (y) if it is determined that an Appraisal Reduction
Amount exists with respect to any Required Appraisal Loan, then, with respect to
the Distribution Date immediately following the date of such determination and
with respect to each subsequent Distribution Date for so long as such Appraisal
Reduction Amount exists with respect to such Required Appraisal Loan, the Master
Servicer or the Trustee will be required in the event of subsequent
delinquencies to advance in respect of such Mortgage Loan only an amount equal
to the sum of (A) the amount of the interest portion of the P&I Advance that
would otherwise be required without regard to this clause (ii), minus the
product of (1) such Appraisal Reduction Amount and (2) the per annum
Pass-Through Rate (i.e., for any month, one-twelfth of the Pass-Through Rate)
applicable to the Class of Certificates to which such Appraisal Reduction Amount
is allocated pursuant to Section 4.04(e) and (B) the amount of the principal
portion of the P&I Advance that would otherwise be required without regard to
this clause (ii).

            (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. The determination by the Master
Servicer 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 Officers' Certificate delivered to the Trustee and the Depositor
on or before the related P&I Advance Date, setting forth the basis for such
determination, together with any other information, including Appraisals (the
cost of which may be paid out of the Certificate Account pursuant to Section
3.05(a)) (or, if no such Appraisal has been performed pursuant to this Section
4.03(c), a copy of an Appraisal of the related Mortgaged Property performed
within the twelve months preceding such determination), related Mortgagor
operating statements and financial statements, budgets and rent rolls of the
related Mortgaged Properties, engineers' reports, environmental surveys and any
similar reports that the Master Servicer may have obtained consistent with the
Servicing Standard and at the expense of the Trust Fund, that support such
determination by the Master Servicer. On the fourth Business Day before each
Distribution Date, the Special Servicer shall report to the Master Servicer the
Special Servicer's determination as to whether each P&I Advance made with
respect to any previous Distribution Date or required to be made with respect to
such Distribution Date with respect to any Specially Serviced Mortgage Loan or
REO Loan is a Nonrecoverable P&I Advance. The Master Servicer shall be entitled
to conclusively rely on such determination. The Trustee shall be entitled to
rely, conclusively, on any determination by the Master Servicer that a P&I
Advance, if made, would be a Nonrecoverable Advance (and with respect to a P&I
Advance, the Trustee, as applicable, shall rely on the Master Servicer's
determination that the P&I Advance would be a Nonrecoverable Advance if the
Trustee determines that it does not have sufficient time to make such
determination); provided, however, that if the Master Servicer has failed to
make a P&I Advance for reasons other than a determination by the Master Servicer
that such P&I Advance would be Nonrecoverable Advance, the Trustee shall make
such Advance within the time periods required by Section 4.03(a) unless the
Trustee, in good faith, makes a determination prior to the times specified in
Section 4.03(a) that such P&I Advance would be a Nonrecoverable Advance. The
Trustee in determining whether or not a P&I Advance previously made is, or a
proposed P&I Advance, if made, would be, a Nonrecoverable Advance shall be
subject to the standards applicable to the Master Servicer hereunder.

            (d) In connection with the recovery by the Master Servicer or the
Trustee of any P&I Advance out of the Certificate Account pursuant to Section
3.05(a), subject to the next sentence, the Master Servicer shall be entitled to
pay itself or the Trustee, as the case may be, out of any amounts then on
deposit in the Certificate Account, interest at the Reimbursement Rate in effect
from time to time, compounded annually, accrued on the amount of such P&I
Advance (to the extent made with its own funds) from the date made to but not
including the date of reimbursement such interest to be payable, subject to the
terms of a Co-Lender Agreement with respect to the related Loan Pair, first out
of late payment charges and Penalty Interest received on the related Mortgage
Loan or REO Property during the Collection Period in which such reimbursement is
made and then from general collections on the Mortgage Loans then on deposit in
the Certificate Account; provided, however, that no interest shall accrue on any
P&I Advance made with respect to a Mortgage Loan if the related Periodic Payment
is received prior to the expiration of any applicable grace period. To the
extent the Master Servicer receives late payment charges or Penalty Interest on
a Mortgage Loan for which interest on Advances related to such Mortgage Loan has
been paid from general collections on deposit in the Certificate Account during
the preceding 12-month period and not previously reimbursed, the Master Servicer
shall deposit in the Certificate Account, on or prior to the P&I Advance Date
following the collection of such late payment charges or Penalty Interest, an
amount equal to the lesser of (i) the amount of late payment charges or Penalty
Interest received on such Mortgage Loan or (ii) the amount of interest paid to
the Master Servicer on the related P&I Advance for such Mortgage Loan during
such 12-month period for which the Trust Fund has not been previously
reimbursed. The Master Servicer shall reimburse itself or the Trustee, as
applicable, for any outstanding P&I Advance made thereby as soon as practicable
after funds available for such purpose have been received by the Master
Servicer, 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 was
received by the Master Servicer on or prior to the related P&I Advance Date.

            (e) In no event shall the Master Servicer or the Trustee make a P&I
Advance with respect to any Companion Loan or, after the Rite Aid Senior Balance
has been reduced to zero, with respect to the Rite Aid Mortgage Loan.

            SECTION 4.04 Allocation of Realized Losses and Additional Trust Fund
Expenses; Allocation of Certificate Deferred Interest; Allocation of Appraisal
Reduction Amounts.

            (a) On each Distribution Date, following all distributions to be
made on such date pursuant to Section 4.01, the Paying Agent shall allocate
first to the Class V Certificates until the remaining Class Principal Balance
thereof has been reduced to zero, the aggregate of all Realized Losses and
Additional Trust Fund Expenses that were incurred with respect to the Rite Aid
Mortgage Loan at any time following the Cut-off Date through the end of the
related Collection Period and in any event that were not previously allocated
pursuant to this Section 4.04(a) on any prior Distribution Date, but only to the
extent that (i) the sum of the Rite Aid Senior Balance and the Rite Aid
Subordinate Balance as of such Distribution Date (after taking into account all
of the distributions made on such Distribution Date pursuant to Section 4.01),
exceeds (ii) the aggregate Stated Principal Balance of the Rite Aid Mortgage
Loan that will be outstanding immediately following such Distribution Date. On
each Distribution Date, following all distributions to be made on such date
pursuant to Section 4.01, the Paying Agent shall allocate to the respective
Classes of Sequential Pay Certificates as follows the aggregate of all Realized
Losses and Additional Trust Fund Expenses that were incurred at any time
following the Cut-off Date through the end of the related Collection Period, to
the extent not allocated to the Class V Certificates on such Distribution Date,
and in any event that were not previously allocated pursuant to this Section
4.04(a) on any prior Distribution Date, but only to the extent that (i) the
aggregate Certificate Principal Balance of the Sequential Pay Certificates as of
such Distribution Date (after taking into account all of the distributions made
on such Distribution Date pursuant to Section 4.01), exceeds (ii) the excess of
the aggregate Stated Principal Balance of the Mortgage Pool that will be
outstanding immediately following such Distribution Date over the Rite Aid
Subordinate Balance immediately following such Distribution Date: first, to the
Class Q Certificates, until the remaining Class Principal Balance thereof has
been reduced to zero; second, to the Class P Certificates, until the remaining
Class Principal Balance thereof has been reduced to zero, third, to the Class O
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero, fourth to the Class N Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; fifth, to the Class M
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; sixth, to the Class L Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; seventh, to the Class K
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; eighth, to the Class J Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; ninth, to the Class H
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; tenth, to the Class G Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; eleventh, to the Class F
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; twelfth, to the Class E Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; thirteenth, to the Class D
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; fourteenth, to the Class C Certificates, until the remaining
Class Principal Balance thereof has been reduced to zero; fifteenth, to the
Class B Certificates, until the remaining Class Principal Balance thereto has
been reduced to zero; and sixteenth pro rata (based on remaining Class Principal
Balances) to the Class A-1 Certificates and the Class A-2 Certificates, until
the Class Principal Balances thereof are reduced to zero. Any allocation of
Realized Losses and Additional Trust Fund Expenses to a Class of Regular
Certificates shall be made by reducing the Class Principal Balance thereof by
the amount so allocated. All Realized Losses and Additional Trust Fund Expenses,
if any, allocated to a Class of Regular Certificates shall be allocated among
the respective Certificates of such Class in proportion to the Percentage
Interests evidenced thereby. All Realized Losses and Additional Trust Fund
Expenses, if any, that have not been allocated to the Regular Certificates or
the Class V Certificates as of the Distribution Date on which the aggregate
Certificate Principal Balance of such Regular Certificates has been reduced to
zero, shall be deemed allocated to the Residual Certificates.

            (b) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC I Regular Interests pursuant to Section 4.01(h),
the REMIC I Principal Balance of Corresponding REMIC I Regular Interests (after
taking account of such deemed distributions) shall be reduced to equal the Class
Principal Balance of the Corresponding Class of Sequential Pay Certificates that
will be outstanding immediately following such Distribution Date. Such
reductions shall be deemed to be an allocation of Realized Losses and Additional
Trust Fund Expenses.

            (c) On each Distribution Date, following the deemed distributions to
be made in respect of the Loan REMIC Senior Regular Interest pursuant to Section
4.01(i), the Loan REMIC Principal Balance of the Loan REMIC Senior Regular
Interest (after taking account of such deemed distributions) shall be reduced to
equal the excess of the sum of the Rite Aid Senior Balance and the Rite Aid
Subordinate Balance over the Class Principal Balance of the Class V Certificates
that will be outstanding immediately following such Distribution Date. Such
reductions shall be deemed to be an allocation of Realized Losses and Additional
Trust Fund Expenses.

            (d) On any Distribution Date, the amount of any Mortgage Deferred
Interest with respect to the Rite Aid Mortgage Loan will be allocated as
Certificate Deferred Interest to the Class V Certificates, up to the Accrued
Certificate Interest for such Class of Certificates for such Distribution Date,
and the Certificate Principal Balance of the Class V Certificates will be
increased by the amount of Certificate Deferred Interest allocated to such
Class. On any Distribution Date, the amount of any Mortgage Deferred Interest
with respect to the Rite Aid Mortgage Loan will be allocated to, and will reduce
the Loan REMIC Principal Balance of, the Loan REMIC Senior Regular Interest. On
any Distribution Date, the amount of any Mortgage Deferred Interest, to the
extent not allocated to the Class V Certificates in accordance with the second
preceding sentence, will be allocated as Certificate Deferred Interest to each
outstanding Class of Sequential Pay Certificates in reverse alphabetical order,
in each case up to the respective Accrued Certificate Interest for each such
Class of Certificates for such Distribution Date. On each such Distribution
Date, the Certificate Principal Balance of each Class of Certificates to which
Certificate Deferred Interest has been allocated will be increased by the amount
of Certificate Deferred Interest allocated to such Class. The amount of
Certificate Deferred Interest allocated to any Class of Sequential Pay
Certificates will be allocated to, and will increase the REMIC I Principal
Balances of the Corresponding REMIC I Regular Interests.

            (e) Any Appraisal Reduction Amounts will be allocated only for
purposes of determining the amount of P&I Advances with respect to the related
Mortgage Loan, as follows: if such Appraisal Reduction Amount is with respect to
the Rite Aid Mortgage Loan, to the Class Principal Balance of the Class V
Certificates, and to the extent such Appraisal Reduction Amount with respect to
the Rite Aid Mortgage Loan is greater than the Class Principal Balance of the
Class V Certificates or such Appraisal Reduction Amount is with respect to any
Majority Mortgage Loan, to the Class Principal Balance 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, in that order, up to the
amount of their respective Class Principal Balances. On any Distribution Date,
an Appraisal Reduction Amount that otherwise would be allocated to a Class of
Certificates will be allocated to the next most subordinate Class to the extent
that the Class Principal Balance on such Distribution Date for such Class of
Certificates (prior to taking the Appraisal Reduction Amount into account) is
less than the Appraisal Reduction Amount for the Distribution Date. The Master
Servicer shall report to the Trustee on or before each Determination Date all
Appraisal Reduction Amounts and the Trustee shall report to the Master Servicer
no later than 10:00 a.m. on the related P&I Advance Date the Pass-Through Rates
necessary to calculate the allocation required by this Section 4.04(e).

            SECTION 4.05 Calculations.

            The Paying Agent shall, provided it receives the necessary
information from the Master Servicer and the Special Servicer, be responsible
for performing all calculations necessary in connection with the actual and
deemed distributions and allocations to be made pursuant to Section 4.01,
Section 5.02(d) and Article IX and the actual and deemed allocations of Realized
Losses and Additional Trust Fund Expenses to be made pursuant to Section 4.04.
The Paying Agent shall calculate the Available Distribution Amount for each
Distribution Date and shall allocate such amount among Certificateholders in
accordance with this Agreement, and the Paying Agent shall have no obligation to
recompute, recalculate or verify any information provided to it by the Special
Servicer or Master Servicer. The calculations by the Paying Agent of such
amounts shall, in the absence of manifest error, be presumptively deemed to be
correct for all purposes hereunder.

            SECTION 4.06 Use of Agents.

            The Master Servicer or the Trustee may at its own expense utilize
agents or attorneys-in-fact in performing any of its obligations under this
Article IV (except the obligation to make P&I Advances), but no such utilization
shall relieve the Master Servicer or the Trustee from any of such obligations or
liabilities, and the Master Servicer or the Trustee, as applicable, shall remain
responsible for all acts and omissions of any such agent or attorney-in-fact
(other than with respect to limited powers-of-attorney delivered by the Trustee
to the Master Servicer or Special Servicer pursuant to Section 2.03(b) and
3.01(b), as applicable, in which case the Trustee shall have no such
responsibility)

                                    ARTICLE V

                                THE CERTIFICATES

            SECTION 5.01 The Certificates.

            (a) The Certificates will be substantially in the respective forms
attached hereto as Exhibit A; 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 and the Class V Certificates
shall initially be held and transferred through the book-entry facilities of the
Depository. The Regular Certificates and Class V Certificates will be issuable
only in denominations corresponding to initial Certificate Principal Balances or
initial Certificate Notional Amounts, as the case may be, as of the Closing Date
of not less than $10,000 in the case of the Registered Certificates $1,000,000
in the case of the Class IO Certificates, and $250,000 in the case of
Non-Registered Certificates (other than the Residual Certificates and the Class
IO Certificates), and in each such case in integral multiples of $1 in excess
thereof. The Class Z-I Certificates, the Class Z-II Certificates, Class R-I
Certificates and the Class R-II Certificates shall have no minimum denomination
and shall each be represented by a single definitive certificate.

            (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by the Certificate Registrar hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers of the Certificate
Registrar 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
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

            SECTION 5.02 Registration of Transfer and Exchange of Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar (located as of the Closing Date at Wells
Fargo Center, Sixth and Marquette, Minneapolis,, Minnesota 55479-0113), shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Trustee is hereby initially appointed (and
hereby agrees to act in accordance with the terms hereof) as Certificate
Registrar for the purpose of registering Certificates and transfers and
exchanges of Certificates as herein provided. The Certificate Registrar may
appoint, by a written instrument delivered to the Depositor, the Trustee, the
Special Servicer and (if the Trustee is not the Certificate Registrar) the
Master Servicer, any other bank or trust company to act as Certificate Registrar
under such conditions as the predecessor Certificate Registrar may prescribe,
provided that the predecessor Certificate Registrar shall not be relieved of any
of its duties or responsibilities hereunder by reason of such appointment. If
the Trustee resigns or is removed in accordance with the terms hereof, the
successor trustee shall immediately succeed to its duties as Certificate
Registrar. The Depositor, the Trustee (if it is no longer the Certificate
Registrar), the Master Servicer and the Special Servicer shall have the right to
inspect the Certificate Register or to obtain a copy thereof at all reasonable
times, and to rely conclusively upon a certificate of the Certificate Registrar
as to the information set forth in the Certificate Register. Upon written
request of any Certificateholder made for purposes of communicating with other
Certificateholders with respect to their rights under this Agreement, the
Certificate Registrar shall promptly furnish such Certificateholder with a list
of the other Certificateholders of record identified in the Certificate Register
at the time of the request.

            (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 that does not
require such registration or qualification. If such a transfer is to be made
without registration under the Securities Act (other than in connection with the
initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective Affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives (and upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
G-1 hereto, and a certificate from such Certificateholder's prospective
transferee substantially in the form attached as either Exhibit G-2 hereto or as
Exhibit G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify any Class of
Non-Registered Certificates under the Securities Act or any other securities law
or to take any action not otherwise required under this Agreement to permit the
transfer of any Non-Registered Certificate without registration or
qualification. Any Holder of a Non-Registered Certificate desiring to effect
such a transfer shall, and upon acquisition of such a Certificate shall be
deemed to have agreed to, indemnify the Trustee, the Certificate Registrar and
the Depositor 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.

            In connection with transfer of the Non-Registered Certificates, the
Depositor shall furnish upon request of a Certificateholder or Certificate Owner
to such Holder or Certificate Owner and any prospective purchaser designated by
such Certificateholder or Certificate Owner the information required to be
delivered under paragraph (d)(4) of Rule 144A of the Securities Act.

            Notwithstanding the foregoing, for so long as any Non-Registered
Certificate is a Book-Entry Certificate, (a) each prospective transferor of such
Certificate shall be deemed to have represented to the Trustee, the Depositor
and the transferee of such Certificate the information set forth on Exhibit G-1
upon or prior to such transfer and (b) each prospective transferee of such
Certificate shall be deemed to have represented to the Trustee, the Depositor
and the transferor of such Certificate the information set forth on Exhibit G-2
or Exhibit G-3 upon or prior to such transfer.

            (c) No transfer of an ERISA Restricted Certificate or any interest
therein shall be made to any "employee benefit plan" subject to Title I of
ERISA, a "plan" described by Section 4975(e)(1) of the Code or any plan subject
to applicable federal, state or local law ("Similar Law") materially similar to
the foregoing provisions of ERISA or the Code, or any entity deemed to hold plan
assets of the foregoing by reason of such a plan's investment in such entity
(each, a "Plan") it is an insurance company general account which is eligible
for, and satisfies all the requirements of, exemptive relief under Sections I
and III of Department of Labor Prohibited Transaction Class Exemption 95-60
("PTE 95-60"). Each Person who acquires an ERISA Restricted Certificate in
Definitive Certificate form shall be required to certify in writing in the form
attached as Exhibit H hereto that it meets the foregoing conditions, and each
Person who acquires an ERISA Restricted Certificate in Book-Entry Certificate
form shall be deemed to have represented that the foregoing conditions are
satisfied and that it will not transfer such Certificate in violation of the
foregoing.

            (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 Paying Agent under clause (ii)(A) below
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Certificate Registrar under clause (ii)(B) below to negotiate the
terms of any mandatory disposition and to execute all instruments of Transfer
and to do all other things necessary in connection with any such sale. The
rights of each Person acquiring any Ownership Interest in a Residual Certificate
are expressly subject to the following provisions:

                        (1) Each Person holding or acquiring any Ownership
                Interest in a Residual Certificate shall be a Permitted
                Transferee and shall promptly notify the Master Servicer, the
                Paying Agent and the Certificate Registrar of any change or
                impending change in its status as a Permitted Transferee.

                        (2) In connection with any proposed Transfer of any
                Ownership Interest in a Residual Certificate, 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 I (a "Transfer Affidavit and Agreement"), from
                the proposed Transferee, in form and substance satisfactory to
                the Certificate Registrar, and upon which the Certificate
                Registrar may, in the absence of actual knowledge by a
                Responsible Officer of either the Trustee or the Certificate
                Registrar to the contrary, conclusively rely, 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.

                        (3) Notwithstanding the delivery of a Transfer Affidavit
                and Agreement by a proposed Transferee under clause (B) above,
                if a Responsible Officer of 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.

                        (4) 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 I-2 stating
                that, among other things, it has no actual knowledge that such
                prospective Transferee is not a Permitted Transferee.

                        (5) Each Person holding or acquiring an Ownership
                Interest in a Residual Certificate, by purchasing an Ownership
                Interest in such Certificate, agrees to give the Master Servicer
                and the Trustee written notice that it is a "pass-through
                interest holder" within the meaning of temporary Treasury
                regulation Section 1.67-3T(a)(2)(i)(A) immediately upon
                acquiring an Ownership Interest in a Residual Certificate, if it
                is, or is holding an Ownership Interest in a Residual
                Certificate on behalf of, a "pass-through interest holder".

                (ii) (A) If any purported Transferee shall become a Holder of a
        Residual Certificate in violation of the provisions of this Section
        5.02(d), 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 or the
        Certificate Registrar shall be under any liability to any Person for any
        registration of Transfer of a Residual Certificate that is in fact not
        permitted by this Section 5.02(d) or for making any payments due on such
        Certificate to the Holder thereof or for taking any other action with
        respect to such Holder under the provisions of this Agreement.

                        (B) If any purported Transferee shall become a Holder of
                a Residual Certificate in violation of the restrictions in this
                Section 5.02(d), then, to the extent that the retroactive
                restoration of the rights of the preceding Holder of such
                Residual Certificate as described in clause (ii)(A) above shall
                be invalid, illegal or unenforceable, the Certificate Registrar
                shall have the right, without notice to the Holder or any prior
                Holder of such Residual Certificate, to cause the transfer of
                such Residual Certificate to a Permitted Transferee on such
                terms as the Certificate Registrar may choose. Such purported
                Transferee shall promptly endorse and deliver such Residual
                Certificate in accordance with the instructions of the
                Certificate Registrar. Such Permitted Transferee may be the
                Certificate Registrar itself or any Affiliate of the Certificate
                Registrar. Any proceeds of such sale, net of the commissions
                (which may include commissions payable to the Certificate
                Registrar or its Affiliates), expenses and taxes due, if any,
                will be remitted by the Paying Agent to such purported
                Transferee. The terms and conditions of any sale under this
                clause (ii)(B) shall be determined in the sole discretion of the
                Certificate Registrar, and the Certificate Registrar shall not
                be liable to any Person having an Ownership Interest in a
                Residual Certificate as a result of its exercise of such
                discretion.

                (iii) The Certificate Registrar shall make available to the
        Internal Revenue Service and to those Persons specified by the REMIC
        Provisions any information available to it which is 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 agent 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, and the Master
        Servicer and the Special Servicer shall furnish to the Certificate
        Registrar all information in its possession necessary for the
        Certificate Registrar to discharge such obligation. The transferor of
        such Ownership Interest shall be responsible for the reasonable
        compensation of the Certificate Registrar, the Master Servicer and the
        Special Servicer for providing such information.

                (iv) The provisions of this Section 5.02(d) set forth prior to
        this clause (iv) may be modified, added to or eliminated, provided that
        there shall have been delivered to the Certificate Registrar and the
        Master Servicer the following:

                        (1) written confirmation from each Rating Agency to the
                effect that the modification of, addition to or elimination of
                such provisions will not cause such Rating Agency to qualify,
                downgrade or withdraw its then-current rating of any Class of
                Certificates; and

                        (2) an Opinion of Counsel, in form and substance
                satisfactory to the Certificate Registrar and the Master
                Servicer, obtained at the expense of the party seeking such
                modification of, addition to or elimination of such provisions
                (but in no event at the expense of the Trust Fund), to the
                effect that doing so will not cause any of the Loan REMIC, REMIC
                I or REMIC II to (x) cease to qualify as a REMIC or (y) be
                subject to an entity-level tax caused by the Transfer of any
                Residual Certificate to a Person which is not a Permitted
                Transferee, or cause a Person other than the prospective
                Transferee to be subject to a REMIC-related tax caused by the
                Transfer of a Residual Certificate to a Person that is not a
                Permitted Transferee.

            (e) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class of a like aggregate Percentage Interest.

            (f) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class of a like
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the
Certificate Registrar shall execute and the Authenticating Agent shall
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive.

            (g) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the 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 Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

            (i) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

            (j) Upon request, the Certificate Registrar shall provide to the
Master Servicer, the Special Servicer and the Depositor notice of each transfer
of a Certificate and shall provide to each such Person with an updated copy of
the Certificate Register.

            SECTION 5.03 Book-Entry Certificates.

            (a) Each Class of Regular Certificates and the Class V 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 Section 5.03(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 Section 5.03(c) below,
shall not be entitled to definitive, fully registered Certificates ("Definitive
Certificates") in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
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.

            (b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a 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 a Class of 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 the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, at the Depositor's expense, and the Authenticating
Agent shall authenticate and deliver, the Definitive Certificates in respect of
such Class to the Certificate Owners identified in such instructions. The
Depositor shall provide the Certificate Registrar with an adequate inventory of
Definitive Certificates. None of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates for purposes of evidencing ownership of any Class of Registered
Certificates, the registered holders of such Definitive Certificates shall be
recognized as Certificateholders hereunder and, accordingly, shall be entitled
directly to receive payments on, to exercise Voting Rights with respect to, and
to transfer and exchange such Definitive Certificates.

            (d) Notwithstanding any other provisions contained herein, neither
the Trustee nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the transfer of ownership interests in any
Certificate (including but not limited to any Non-Registered Certificate or any
Subordinated Certificate) which interests are transferable through the
book-entry facilities of the Depository.

            SECTION 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall
execute and the Authenticating Agent 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
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as of the related Record Date as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
4.01 and may treat the person whose name each Certificate is registered as of
the date of determination as the owner of such Certificate for all other
purposes whatsoever and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.

                                   ARTICLE VI

                 THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL
                SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE

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

            The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

            SECTION 6.02 Merger, Consolidation or Conversion of Depositor or
Master Servicer or Special Servicer.

            Subject to the following paragraph, the Depositor and the Special
Servicer shall each keep in full effect its existence, rights and franchises as
a corporation under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement, and the Master Servicer shall keep in full effect
its existence and rights as a national banking association under the laws of the
United States.

            The Depositor, the Master Servicer or the Special Servicer may be
merged or consolidated with or into any Person (other than the Trustee), or
transfer all or substantially all of its assets (which may be limited to all or
substantially all of its assets related to commercial mortgage loan servicing)
to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor, the Master Servicer or the Special
Servicer shall be a party, or any Person succeeding to the business (which may
be limited to the commercial loan servicing business) of the Depositor, the
Master Servicer or the Special Servicer, shall be the successor of the
Depositor, the Master Servicer or the Special Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that no successor or surviving Person shall
succeed to the rights of the Master Servicer or the Special Servicer unless (i)
as evidenced in writing by the Rating Agencies, such succession will not result
in qualification, downgrading or withdrawal of the ratings then assigned by the
Rating Agencies to any Class of Certificates and (ii) such successor or
surviving Person makes the applicable representations and warranties set forth
in Section 3.23.

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

            None of the Depositor, the Master Servicer or the Special Servicer
shall be under any liability to the Trust Fund, the Trustee, the
Certificateholders or the Companion Holders 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 or the Special Servicer against any liability to the Trust Fund, the
Trustee, the Certificateholders or the Companion Holders for the breach of a
representation, warranty or covenant made herein by such party, or against any
expense or liability specifically required to be borne by such party without
right of reimbursement pursuant to the terms hereof, or against any liability
which would otherwise be imposed by reason of misfeasance, bad faith or
negligence in the performance of obligations or duties hereunder. The Depositor,
the Master Servicer, the Special Servicer and any director, officer, employee or
agent of the Depositor, the Master Servicer or the Special Servicer may rely in
good faith on any document of any kind which, prima facie, is properly executed
and submitted by any Person respecting any matters arising hereunder. The
Depositor, the Master Servicer, the Special Servicer and any director, member,
manager, officer, employee or agent of the Depositor, the Master Servicer or the
Special Servicer shall be indemnified and held harmless by the Trust Fund
against any loss, liability or reasonable expense incurred in connection with
this Agreement or the Certificates (including, without limitation, the
distribution or posting of reports or other information as contemplated by this
Agreement), other than any loss, liability or expense: (i) specifically required
to be borne by such party without right of reimbursement pursuant to the terms
hereof (including without limitation, those expenses set forth in Section
3.11(b) and the last sentence of the definition of Servicing Advances); (ii)
incurred in connection with any breach of a representation, warranty or covenant
made herein; or (iii) incurred by reason of willful misfeasance, bad faith or
negligence in the performance of obligations or duties hereunder. None of the
Depositor, the Master Servicer or the Special Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and, unless it is
specifically required hereunder to bear the costs of such legal action, in its
opinion does not involve it in any ultimate expense or liability; provided,
however, that the Depositor, the Master Servicer or the Special Servicer may in
its discretion undertake any such action 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 Fund, and the Depositor, the Master Servicer and the Special Servicer
shall be entitled to be reimbursed therefor from the Certificate Account as
provided in Section 3.05. In no event shall the Master Servicer or the Special
Servicer be liable or responsible for any action taken or omitted to be taken by
the other of them or by the Depositor, the Trustee or any Certificateholder,
subject to the provisions of the last paragraph of Section 8.05.

            SECTION 6.04 Resignation of Master Servicer and the Special
Servicer.

            The Master Servicer and, subject to Section 6.09, the Special
Servicer may resign from the obligations and duties hereby imposed on it, upon a
determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 7.02 hereof. The Master Servicer and the Special
Servicer shall have the right to resign at any other time provided that (i) a
willing successor thereto has been found by the Master Servicer or Special
Servicer, as applicable (ii) each of the Rating Agencies confirms in writing
that the successor's appointment will not result in a withdrawal, qualification
or downgrade of any rating or ratings assigned to any Class of Certificates,
(iii) the resigning party pays all costs and expenses in connection with such
transfer, and (iv) the successor accepts appointment prior to the effectiveness
of such resignation. Neither the Master Servicer nor the Special Servicer shall
be permitted to resign except as contemplated above in this Section 6.04.

            Consistent with the foregoing, neither the Master Servicer nor the
Special Servicer shall, except as expressly provided herein, assign or transfer
any of its rights, benefits or privileges hereunder to any other Person, or,
except as provided in Sections 3.22 and 4.06, 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 or the Special Servicer are
transferred to a successor thereto, the Master Servicing Fee or the Special
Servicing Fee, as the case may be, that accrues pursuant hereto from and after
the date of such transfer shall be payable to such successor.

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

            The Master Servicer and the Special Servicer shall each afford the
Depositor, the Underwriters and the Trustee, upon reasonable notice, during
normal business hours access to all records maintained thereby in respect of its
rights and obligations hereunder and access to officers thereof responsible for
such obligations. Upon reasonable request, the Master Servicer and the Special
Servicer shall each furnish the Depositor, the Underwriters and the Trustee with
its most recent publicly available financial statements and such other
information as it possesses, and which it is not prohibited by applicable law or
contract from disclosing, regarding its business, affairs, property and
condition, financial or otherwise, except to the extent such information
constitutes proprietary information or is subject to a privilege under
applicable law. The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer and the Special Servicer hereunder and may,
but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer or Special Servicer hereunder or exercise the
rights of the Master Servicer and the Special Servicer hereunder; provided,
however, that neither the Master Servicer nor the Special Servicer shall be
relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee and, further provided, that the Depositor may not
exercise any right pursuant to Section 7.01 to terminate the Master Servicer or
the Special Servicer as a party to this Agreement. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.

            SECTION 6.06 Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee.

            The Depositor, the Master Servicer and the Special Servicer shall
each furnish such reports, certifications and information as are reasonably
requested by the Trustee in order to enable it to perform its duties hereunder.

            SECTION 6.07 Depositor, Special Servicer and Trustee to Cooperate
with Master Servicer.

            The Depositor, the Special Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Master Servicer in order to enable it to perform its duties hereunder.

            SECTION 6.08 Depositor, Master Servicer and Trustee to Cooperate
with Special Servicer.

            The Depositor, the Master Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Special Servicer in order to enable it to perform its duties hereunder.

            SECTION 6.09 Designation of Special Servicer by the Controlling
Class.

            The Holder or Holders of the Certificates evidencing a majority of
the Voting Rights allocated to the Controlling Class (or with respect to only
the Rite Aid Mortgage Loan in the event it becomes a Specially Serviced Mortgage
Loan, the Holder of the majority interest in the Class V Certificates) may at
any time and from time to time designate a Person meeting the requirements set
forth in Section 6.04 (including, without limitation, Rating Agency
confirmation) to serve as Special Servicer hereunder and to replace any existing
Special Servicer or any Special Servicer that has resigned or otherwise ceased
to serve as Special Servicer; provided that such Holder or Holders shall pay all
costs related to the transfer of servicing if the Special Servicer is replaced
other than due to an Event of Default. Such Holder or Holders may also select a
Controlling Class Representative that may advise and direct the Special Servicer
and whose approval is required for certain actions, as described herein. Such
Controlling Class Representative must consult with the Rite Aid Representative
in advising and directing the Special Servicer with regards to any actions of
the Special Servicer relating to the Rite Aid Mortgage Loan, and to the extent
that the Controlling Class Representative and the Rite Aid Representative
disagree on any actions with respect to the Rite Aid Mortgage Loan, the Rite Aid
Representative shall control. Such Holder or Holders shall so designate a Person
to serve as replacement Special Servicer by the delivery to the Trustee, the
Master Servicer and the existing Special Servicer of a written notice stating
such designation. The Trustee shall, promptly after receiving any such notice,
deliver to the Rating Agencies an executed Notice and Acknowledgment in the form
attached hereto as Exhibit J-1. If such Holders have not replaced the Special
Servicer within 30 days of such Special Servicer's resignation or the date such
Special Servicer has ceased to serve in such capacity, the Trustee shall
designate a successor Special Servicer meeting the requirements set forth in
Section 6.04. Any designated Person shall become the Special Servicer, subject
to satisfaction of the other conditions set forth below, on the date that the
Trustee shall have received written confirmation from all of the Rating Agencies
that the appointment of such Person will not result in the qualification,
downgrading or withdrawal of the rating or ratings assigned to one or more
Classes of the Certificates. The appointment of such designated Person as
Special Servicer shall also be subject to receipt by the Trustee of (1) an
Acknowledgment of Proposed Special Servicer in the form attached hereto as
Exhibit J-2, executed by the designated Person, and (2) 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 6.09 and all other applicable provisions of this
Agreement, that upon the execution and delivery of the Acknowledgment of
Proposed Special Servicer 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. Any existing Special Servicer
shall be deemed to have resigned simultaneously with such designated Person's
becoming the Special Servicer hereunder; provided, however, that the resigning
Special Servicer shall continue to be entitled to receive all amounts accrued or
owing to it under this Agreement on or prior to the effective date of such
resignation, and it shall continue to be entitled to the benefits of Section
6.03 notwithstanding any such resignation. Such resigning Special Servicer shall
cooperate with the Trustee and the replacement Special Servicer in effecting the
termination of the resigning Special Servicer's responsibilities and rights
hereunder, including, without limitation, the transfer within two Business Days
to the replacement Special Servicer for administration by it of all cash amounts
that shall at the time be or should have been credited by the Special Servicer
to the Certificate Account or the REO Account or delivered to the Master
Servicer or that are thereafter received with respect to Specially Serviced
Mortgage Loans and REO Properties.

            SECTION 6.10 Master Servicer or Special Servicer as Owner of a
Certificate.

            The Master Servicer or an Affiliate of the Master Servicer or the
Special Servicer or an Affiliate of the Special Servicer may become the Holder
of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect
to) any Certificate with (except as set forth in the definition of
"Certificateholder") the same rights it would have if it were not the Master
Servicer or the Special Servicer or an Affiliate thereof. If, at any time during
which the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is the Holder of (or, in the case of a
Book-Entry Certificate, Certificate Owner with respect to) any Certificate, the
Master Servicer or the Special Servicer proposes to take action (including for
this purpose, omitting to take action) that (i) is not expressly prohibited by
the terms hereof and would not, in the Master Servicer's or the Special
Servicer's good faith judgment, violate the Servicing Standard, and (ii) if
taken, might nonetheless, in the Master Servicer's or the Special Servicer's
reasonable, good faith judgment, be considered by other Persons to violate the
Servicing Standard, then the Master Servicer or the Special Servicer may (but
need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or the Special
Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates) shall have failed to object in writing to
the proposal described in the written notice, and if the Master Servicer or the
Special Servicer shall act as proposed in the written notice within thirty (30)
days, such action shall be deemed to comply with, but not modify, the Servicing
Standard. The Trustee shall be entitled to reimbursement from the Master
Servicer or the Special Servicer, as applicable, for the reasonable expenses of
the Trustee incurred pursuant to this paragraph. It is not the intent of the
foregoing provision that the Master Servicer or the Special Servicer be
permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, but rather in the case of unusual
circumstances.

            SECTION 6.11 The Controlling Class Representative.

            The Controlling Class Representative will be entitled to advise (in
consultation with the Rite Aid Representative with respect to actions affecting
the Rite Aid Mortgage Loan) the Special Servicer with respect to the following
actions of the Special Servicer, and notwithstanding anything herein to the
contrary except as necessary or advisable to avoid an Adverse REMIC Event and
except as set forth in, and in any event subject to, the second paragraph of
this Section 6.11, the Special Servicer will not be permitted to take any action
set forth in items (iv) through (vii) as to which the Controlling Class
Representative has objected (in consultation with the Rite Aid Representative
with respect to actions affecting the Rite Aid Mortgage Loan) in writing within
ten Business Days of being notified thereof, which notification with respect to
the action described in clause (vi) below shall be copied by the Special
Servicer to the Master Servicer (provided that if such written objection has not
been received by the Special Servicer within such ten Business Day period, then
the Controlling Class Representative's approval will be deemed to have been
given), provided, however, if the Controlling Class Representative and the
Special Servicer cannot agree on a course of action within 60 days of the
occurrence of the event under discussion an event listed in items (iv) through
(vii), the Special Servicer shall implement its proposed course of action:

                (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 of a Money Term of a Mortgage Loan other
        than a modification consisting of the extension of the maturity date of
        a Mortgage Loan for one year or less;

                (iii) any proposed sale of a Defaulted Mortgage Loan or REO
        Property (other than in connection with the termination of the Trust
        Fund);

                (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 or
        "due-on-encumbrance" clause; and

                (vii) any acceptance of an assumption agreement releasing a
        borrower from liability under a Mortgage Loan.

            In addition, the Controlling Class Representative may direct the
Special Servicer to take, or to refrain from taking, such other actions as the
Controlling Class Representative (in consultation with the Rite Aid
Representative with respect to actions affecting the Rite Aid Mortgage Loan) may
deem advisable or as to which provision is otherwise made herein; provided that
notwithstanding anything herein to the contrary no such direction, and no
objection contemplated by the preceding paragraph, may require or cause the
Special Servicer to violate any provision of this Agreement or the REMIC
Provisions (and the Special Servicer shall disregard any such direction or
objection), including without limitation the Special Servicer's obligation to
act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicer, the Trust Fund or the Trustee to liability, or materially
expand the scope of the Special Servicer's responsibilities hereunder or cause
the Special Servicer to act, or fail to act, in a manner which in the reasonable
judgment of the Special Servicer is not in the best interests of the
Certificateholders.

            With respect to any actions affecting the Rite Aid Mortgage Loan, if
the Controlling Class Representative and the Rite Aid Representative do not
agree on how to advise or direct the Special Servicer, after consultation as
provided for under this Section 6.11, the determination of the Rite Aid
Representative shall control.

            If the Rite Aid Representative and the Controlling Class
Representative give conflicting directions or objections to the Special Servicer
(and such directions or objections do not conflict with any conditions or
limitations contained in this Section 6.11) then the Special Servicer shall
follow the directions or objections of either the Controlling Class
Representative or of the Rite Aid Representative, whichever it determines to be
in the best interest of the Certificateholders, such determination to be made in
accordance with the Servicing Standard.

            The Controlling Class Representative 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 Controlling Class Representative 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
Controlling Class Representative may take actions that favor the interests of
one or more Classes of the Certificates over other Classes of the Certificates,
and that the Controlling Class Representative may have special relationships and
interests that conflict with those of Holders of some Classes of the
Certificates, that the Controlling Class Representative may act solely in the
interests of the Holders of the Controlling Class, that the Controlling Class
Representative does not have any duties to the Holders of any Class of
Certificates other than the Controlling Class, that the Controlling Class
Representative 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 Controlling Class Representative shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever
against the Controlling Class Representative or any director, officer, employee,
agent or principal thereof for having so acted.

                                   ARTICLE VII

                                     DEFAULT

            SECTION 7.01 Events of Default.

            (a) "Event of Default", wherever used herein, means any one of the
following events:

                (i) any failure by the Master Servicer to deposit into the
        Certificate Account, or to deposit into, or remit to the Paying Agent
        for deposit into, the Distribution Account, any amount (other than a P&I
        Advance) required to be so deposited or remitted by it under this
        Agreement, which failure continues unremedied until 10:00 a.m., New York
        City time on the related Distribution Date, provided further, however,
        that to the extent the Master Servicer does not timely make such
        remittances, the Master Servicer shall pay the Trustee for the account
        of the Trustee interest on any amount not timely remitted at the Prime
        Rate from and including the applicable required remittance date to but
        not including the date such remittance is actually made; or

                (ii) any failure by the Special Servicer to deposit into the REO
        Account or to deposit into, or to remit to the Master Servicer for
        deposit into, the Certificate Account, any amount required to be so
        deposited or remitted under this Agreement; or

                (iii) any failure by the Master Servicer to timely make any
        Servicing Advance required to be made by it hereunder, which Servicing
        Advance remains unmade for a period of five Business Days following the
        date on which notice shall have been given to the Master Servicer, as
        the case may be, by the Trustee as provided in Section 3.03(c); or

                (iv) any failure on the part of the Master Servicer or the
        Special Servicer duly to observe or perform in any material respect any
        other of the covenants or agreements on the part of the Master Servicer
        or the Special Servicer, as the case may be, contained in this Agreement
        which continues unremedied for a period of 30 days after the date on
        which written notice of such failure, requiring the same to be remedied,
        shall have been given to the Master Servicer and 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 with respect to any such
        failure which is not curable within such 30-day period, the Master
        Servicer or the Special Servicer, as the case may be, shall have an
        additional cure period of thirty (30) days to effect such cure so long
        as the Master Servicer or the Special Servicer, as the case may be, has
        commenced to cure such failure within the initial 30-day period and has
        provided the Trustee with an Officer's Certificate certifying that it
        has diligently pursued, and is continuing to pursue, a full cure; or

                (v) any breach on the part of the Master Servicer or the Special
        Servicer of any representation or warranty contained in this Agreement
        that materially and adversely affects the interests of any Class of
        Certificateholders and which continues unremedied for a period of 30
        days after the date on which notice of such breach, requiring the same
        to be remedied, shall have been given to the Master Servicer or the
        Special Servicer, 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
        with respect to any failure which is not curable within such 30-day
        period, the Master Servicer or the Special Servicer, as the case may be,
        shall have an additional cure period of thirty (30) days so long as the
        Master Servicer or the Special Servicer, as the case may be, has
        commenced to cure within the initial 30-day period and provided the
        Trustee with an Officer's Certificate certifying that it has diligently
        pursued, and is continuing to pursue, a full cure; or

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

                (vii) the Master Servicer or the Special Servicer shall consent
        to the appointment of a conservator, receiver, liquidator, trustee or
        similar official in any bankruptcy, insolvency, readjustment of debt,
        marshaling of assets and liabilities or similar proceedings of or
        relating to it or of or relating to all or substantially all of its
        property; or

                (viii) the Master Servicer or the Special Servicer shall admit
        in writing its inability to pay its debts generally as they become due,
        file a petition to take advantage of any applicable bankruptcy,
        insolvency or reorganization statute, make an assignment for the benefit
        of its creditors, voluntarily suspend payment of its obligations, or
        take any corporate action in furtherance of the foregoing; or

                (ix) the consolidated net worth of the Master Servicer and of
        its direct or indirect parent, determined in accordance with generally
        accepted accounting principles, shall decline to less than $15,000,000;
        or

                (x) Moody's places the ratings from any Class of Certificates on
        a "watch" status in contemplation of a ratings downgrade or withdrawal,
        citing servicing concerns of the Master Servicer or the Special
        Servicer, as applicable, as the sole or contributory factor in such
        rating action, and the Master Servicer or the Special Servicer, as
        applicable, shall not have resolved all such matters to the satisfaction
        of Moody's within fifteen (15) days (or such longer time period as may
        be agreed in writing by Moody's) after such placement on "watch" status;
        or

                (xi) the Master Servicer or the Special Servicer, as applicable,
        is not an approved Master Servicer or Special Servicer, as applicable,
        by S&P; or

                (xii) the Master Servicer shall fail to remit to the Paying
        Agent for deposit into the Distribution Account, on any P&I Advance
        Date, the full amount of P&I Advances required to be made on such date,
        which failure continues unremedied until 10:00 a.m. New York City time
        on the next Business Day succeeding such P&I Advance Date; provided,
        however, that to the extent the Master Servicer does not timely make
        such remittances, the Master Servicer shall pay the Trustee for the
        account of the Trustee interest on any amount not timely remitted at the
        Prime Rate from and including the applicable required remittance date to
        but not including the date such remittance is actually made.

            (b) If any Event of Default shall occur with respect to the Master
Servicer or the Special Servicer (in either case, for purposes of this Section
7.01(b), the "Defaulting Party") and shall be continuing, then, and in each and
every such case, so long as such Event of Default shall not have been remedied,
the Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights, the Trustee shall, by notice in
writing to the Defaulting Party (with a copy of such notice to each other party
hereto and the Rating Agencies), terminate all of the rights and obligations
(but not the liabilities for actions and omissions occurring prior thereto) of
the Defaulting Party under this Agreement and in and to the Trust Fund, other
than its rights as a Certificateholder hereunder. From and after the receipt by
the Defaulting Party of such written notice of termination, 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 Business Days subsequent to its
receipt of the notice of termination) provide the Trustee with all documents and
records, including those in electronic form, 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, (i) the
immediate transfer to the Trustee or a successor Master or Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Master Servicer to the Certificate Account, the
Distribution Account, a Servicing Account or a Reserve Account (if the Master
Servicer is the Defaulting Party) or that are thereafter received by or on
behalf of it with respect to any Mortgage Loan or (ii) the transfer within two
Business Days to the Trustee or a successor Special Servicer for administration
by it of all cash amounts that shall at the time be or should have been credited
by the Special Servicer to the REO Account, the Certificate Account, a Servicing
Account or a Reserve Account or delivered to the Master Servicer (if the Special
Servicer is the Defaulting Party) or that are thereafter received by or on
behalf of it with respect to any Mortgage Loan or REO Property (provided,
however, that the Master Servicer and the Special Servicer each shall, if
terminated pursuant to this Section 7.01(b), continue to be entitled to receive
all amounts accrued or owing to it under this Agreement on or prior to the date
of such termination, whether in respect of Advances or otherwise, and it shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
termination). Any cost or expenses in connection with any actions to be taken by
the Master Servicer, the Special Servicer or the Trustee pursuant to this
paragraph shall be borne by the Defaulting Party and if not paid by the
Defaulting Party within 90 days after the presentation of reasonable
documentation of such costs and expenses, such expense shall be reimbursed by
the Trust Fund; provided, however, that the Defaulting Party shall not thereby
be relieved of its liability for such expenses. If and to the extent that the
Defaulting Party has not reimbursed such costs and expenses, the Trustee shall
have an affirmative obligation to take all reasonable actions to collect such
expenses on behalf of and at the expense of the Trust Fund. For purposes of this
Section 7.01 and of Section 7.03(b), the Trustee shall not be deemed to have
knowledge of an event which constitutes, or which with the passage of time or
notice, or both, would constitute an Event of Default described in clauses
(i)-(viii) of subsection (a) above unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless notice of any event which is in fact such
an Event of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.

            (c) If the Master Servicer is terminated solely due to an Event of
Default under Section 7.01(a)(x) or (xi) and if the terminated Master Servicer
provides the Trustee with the appropriate "request for proposal" materials
within the five 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 Sections 6.02
and 7.02 (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.
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 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 45 days after
the termination of the Master Servicer.

            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.

            If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 45 days after the Trustee was appointed as
successor Master Servicer or no Successful Bidder was identified within such
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(c). 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 or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless a successor is appointed pursuant to
Section 6.04, be the successor in all respects to the Master Servicer or the
Special Servicer, as the case may be, in its capacity as such under this
Agreement and the transactions set forth or provided for herein and shall have
all (and the former Master Servicer or the Special Servicer, as the case may be,
shall cease to have any) of the responsibilities, duties and liabilities (except
as provided in the next sentence) of the Master Servicer or the Special
Servicer, as the case may be, arising thereafter, including, without limitation,
if the Master Servicer is the resigning or terminated party, the Master
Servicer's obligation to make P&I Advances, the unmade P&I Advances that gave
rise to such Event of Default; provided, that if the Master Servicer is the
resigning or terminated party, and if after the Closing Date the Trustee is
prohibited by law or regulation from obligating itself to make P&I Advances (as
evidenced by an Opinion of Counsel delivered to the Depositor and the Rating
Agencies) the Trustee shall not be obligated to make such P&I Advances and
provided, further, that any failure to perform such duties or responsibilities
caused by the Master Servicer's or the Special Servicer's, as the case may be,
failure to provide information or monies required by Section 7.01 shall not be
considered a default by the Trustee hereunder. Notwithstanding anything contrary
in this Agreement, the Trustee shall in no event be held responsible or liable
with respect to any of the representations and warranties of the resigning or
terminated party (other than the Trustee) or for any losses incurred by such
resigning or terminated party pursuant to Section 3.06 hereunder nor shall the
Trustee be required to purchase any Mortgage Loan hereunder. As compensation
therefor, the Trustee shall be entitled to all fees and other compensation which
the resigning or terminated party would have been entitled to if the resigning
or terminated party had continued to act hereunder. Notwithstanding the above
and subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee
may, if it shall be unwilling in its sole discretion to so act as either Master
Servicer or Special Servicer, as the case may be, or shall, if it is unable to
so act as either Master Servicer or Special Servicer, as the case may be, or
shall, if the Trustee is not approved as a master servicer or a special
servicer, as the case may be, by any of the Rating Agencies or if the Holders of
Certificates entitled to at least 51% of the Voting Rights so request in writing
to the Trustee, promptly appoint, subject to the approval of each of the Rating
Agencies (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) or
petition a court of competent jurisdiction to appoint, any established mortgage
loan servicing institution that meets the requirements of Section 6.02
(including, without limitation, rating agency confirmation); provided, however,
that in the case of a resigning or terminated Special Servicer, such appointment
shall be subject to the rights of the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class to designate a
successor pursuant to Section 6.09. Except with respect to an appointment
provided below, no appointment of a successor to the Master Servicer or the
Special Servicer hereunder shall be effective until the assumption of the
successor to such party of all its responsibilities, duties and liabilities
under this Agreement. Pending appointment of a successor to the Master Servicer
or the Special Servicer 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. 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 the
Mortgage Loans 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. Such successor and the other parties hereto shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

            SECTION 7.03 Notification to Certificateholders.

            (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after a Responsible Officer of
the Trustee has notice of the occurrence of such an event, the Trustee shall
transmit by mail to the Depositor and all Certificateholders and the Rating
Agencies notice of such occurrence, unless such default shall have been cured.

            SECTION 7.04 Waiver of Events of Default.

            The Holders representing at least 66-2/3% of the Voting Rights
allocated to the Classes of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided, however, that an Event of
Default under clauses (i), (ii) , (ix) or (x) and (xii) of Section 7.01(a) may
be waived only by all of the Certificateholders of the affected Classes. Upon
any such waiver of an Event of Default, such Event of Default shall cease to
exist and shall be deemed to have been remedied for every purpose hereunder. No
such waiver shall extend to any subsequent or other Event of Default or impair
any right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
Voting Rights with respect to the matters described above.

            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). 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. Under no circumstances shall the rights provided to the Trustee
under this Section 7.05 be construed as a duty or obligation of the Trustee.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            SECTION 8.01 Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement to the
extent specifically set forth herein. If any such instrument is found not to
conform to the requirements of this Agreement in a material manner, the Trustee
shall take such action as it deems appropriate to have the instrument corrected.
The Trustee 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 or the Master Servicer or the Special
Servicer, 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 misconduct; provided, however, that:

                (i) Prior to the occurrence of an Event of Default, and after
        the curing of all such Events of Default which may have occurred, the
        duties and obligations of the Trustee 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 if it was required to do
        so;

                (iii) The Trustee shall not be personally liable with respect to
        any action taken, suffered or omitted to be taken by it in good faith in
        accordance with the direction of Holders of Certificates entitled to at
        least 25% of the Voting Rights relating to the time, method and place of
        conducting any proceeding for any remedy available to the Trustee, or
        exercising any trust or power conferred upon the Trustee, under this
        Agreement; and

                (iv) The protections, immunities and indemnities afforded to the
        Trustee hereunder shall also be available to it in its capacity as
        Paying Agent, Authenticating Agent, Certificate Registrar, REMIC
        Administrator and Custodian.

            SECTION 8.02 Certain Matters Affecting Trustee.

            Except as otherwise provided in Section 8.01 and Article X:

            (a) the Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officers' 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, except as provided in Section 10.01 or 10.02, 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; provided, however, that nothing
contained herein shall, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default which has not been cured, to exercise such of
the rights and powers vested in it by this Agreement, and to use the same degree
of care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;

            (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 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; provided, however, that the Trustee shall remain responsible for all
acts and omissions of such agents or attorneys within the scope of their
employment to the same extent as it is responsible for its own actions and
omissions hereunder;

            (g) the Trustee shall not be responsible for any act or omission of
the Master Servicer or the Special Servicer (unless the Trustee is acting as
Master Servicer or the Special Servicer) or the Depositor; and

            (h) neither the Trustee nor the Certificate Registrar shall have any
obligation or duty to monitor, determine or inquire as to compliance with any
restriction on transfer imposed under Article V under this Agreement or under
applicable law with respect to any transfer of any Certificate or any interest
therein, other than to require delivery of the certification(s) and/or Opinions
of Counsel described in said Article applicable with respect to changes in
registration of record ownership of Certificates in the Certificate Register and
to examine the same to determine substantial compliance with the express
requirements of this Agreement. The Trustee and Certificate Registrar shall have
no liability for transfers, including transfers made through the book entry
facilities of the Depository or between or among Depository Participants or
beneficial owners of the Certificates, made in violation of applicable
restrictions except for its failure to perform its express duties in connection
with changes in registration of record ownership in the Certificate Register.

            SECTION 8.03 Trustee Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates, other than
the statements attributed to the Trustee in Article II and Section 8.16 and the
signature of the Certificate Registrar and the Authenticating Agent set forth on
each outstanding Certificate, shall be taken as the statements of the Depositor
or the Master Servicer or the Special Servicer, as the case may be, and the
Trustee assumes no responsibility for their correctness. Except as set forth in
Section 8.16, the Trustee makes no representations as to the validity or
sufficiency of this Agreement 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 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 Fund, or any
funds deposited in or withdrawn from the Certificate Account or any other
account by or on behalf of the Depositor, the Master Servicer or the Special
Servicer. The Trustee 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 or the Special
Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement.

            SECTION 8.04 Trustee May Own Certificates.

            The Trustee or any agent of the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Certificates with the same
rights (except as otherwise provided in the definition of "Certificateholder")
it would have if it were not the Trustee or such agent.

            SECTION 8.05 Fees and Expenses of Trustee; Indemnification of
Trustee.

            (a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Distribution Account as provided in Section
3.05(b), prior to any distributions to be made therefrom on such date, and pay
to itself all earned but unpaid Trustee Fees, as compensation for all services
rendered by the Trustee in the execution of the trusts hereby created and in the
exercise and performance of any of the powers and duties of the Trustee
hereunder. No Trustee Fee shall be payable with respect to the Companion Loans
or the Rite Aid Subordinate Component of the Rite Aid Mortgage Loan. The Trustee
Fee (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole compensation for such services to be rendered by it.

            (b) The Trustee and any director, officer, employee, affiliate,
agent or "control" person within the meaning of the Securities Act of 1933 of
the Trustee shall be entitled to be indemnified for and held harmless by the
Trust Fund against any loss, liability or reasonable "out-of-pocket" 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 this Agreement, the Mortgage
Loans or the Certificates or any act of the Master Servicer or the Special
Servicer taken on behalf of the Trustee as provided for herein ("Trustee
Liability"); provided, that neither the Trustee nor any of the other above
specified Persons shall be entitled to indemnification pursuant to this Section
8.05(b) for (1) any liability specifically required to be borne thereby pursuant
to the terms hereof, or (2) 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 its negligent disregard of
such obligations and 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 survive any resignation or removal of the Trustee
and appointment of a successor trustee.

            SECTION 8.06 Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be an association or a
corporation organized and doing business under the laws of the United States of
America or any State thereof or the District of Columbia, authorized under such
laws to exercise trust powers, having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by federal or state
banking authority. If such association or corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such association or corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The Trustee shall also be an entity
with a long term unsecured debt rating of at least "AA" by S&P and "Aa2" by
Moody's (determined without regard to pluses or minuses) or such other rating
that shall not result in the qualification, downgrading or withdrawal of the
rating or ratings assigned to one or more Classes of the Certificates by any
Rating Agency as confirmed in writing. 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; provided, that if the Trustee shall cease to be so eligible
because its combined capital and surplus is no longer at least $100,000,000 or
its long-term unsecured debt rating no longer conforms to the requirements of
the immediately preceding sentence, and if the Trustee proposes to the other
parties hereto to enter into an agreement with (and reasonably acceptable to)
each of them, and if in light of such agreement the Trustee's continuing to act
in such capacity would not (as evidenced in writing by each Rating Agency) cause
any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby
to any Class of Certificates, then upon the execution and delivery of such
agreement the Trustee shall not be required to resign, and may continue in such
capacity, for so long as none of the ratings assigned by the Rating Agencies to
the Certificates is qualified, downgraded or withdrawn thereby. The corporation
or association serving as Trustee may have normal banking and trust
relationships with the Depositor, the Master Servicer, the Special Servicer and
their respective Affiliates.

            SECTION 8.07 Resignation and Removal of 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 and to all Certificateholders at their
respective addresses set forth in the Certificate Register. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee meeting the requirements in Section 8.06 and acceptable to the Depositor
and the Rating Agencies 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 Depositor, the Special Servicer and
the Certificateholders by the Master Servicer. If no successor trustee shall
have been so appointed and have accepted appointment within 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 shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee or Paying Agent (if different than the Trustee)
shall fail (other than by reason of the failure of either the Master Servicer or
the Special Servicer to timely perform its obligations hereunder or as a result
of other circumstances beyond the Trustee's reasonable control), to timely
deliver any report to be delivered by the Trustee pursuant to Section 4.02 and
such failure shall continue unremedied for a period of five days, or if the
Trustee or Paying Agent (if different from the Trustee) fails to make
distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the
Depositor may remove the Trustee and appoint a successor trustee, if necessary,
acceptable to the Master Servicer and the Rating Agencies (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) by written instrument, in
duplicate, which instrument shall be delivered to the Trustee so removed and to
the successor trustee. A copy of such instrument shall be delivered to the
Master Servicer, the Special Servicer and the Certificateholders by the
Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor
trustee, if necessary, 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 trustee so
appointed. A copy of such instrument shall be delivered to the Depositor, the
Special Servicer and the remaining Certificateholders by the successor so
appointed. In the event that the Trustee is terminated or removed pursuant to
this Section 8.07, all of its rights and obligations under this Agreement and in
and to the Mortgage Loans shall be terminated, other than any rights or
obligations that accrued prior to the date of such termination or removal
(including the right to receive all fees, expenses and other amounts (including,
without limitation, P&I Advances and accrued interest thereon) accrued or owing
to it under this Agreement, with respect to periods prior to the date of such
termination or removal and no termination without cause shall be effective until
the payment of such amounts to the Trustee).

            (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.

            SECTION 8.08 Successor Trustee.

            (a) Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, 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. The predecessor trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder (other than any Mortgage Files at the time
held on its behalf by a third-party Custodian, which Custodian shall become the
agent of the successor trustee), and the Depositor, the Master Servicer, the
Special Servicer 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.

            (b) No successor trustee shall accept appointment as provided in
this Section 8.08, unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06 and the Rating Agencies
have provided confirmation pursuant to such Section.

            (c) Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, such successor trustee shall mail notice of the
succession of such trustee hereunder to the Depositor and the
Certificateholders.

            SECTION 8.09 Merger or Consolidation of Trustee.

            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, provided such entity shall be eligible under the provisions
of Section 8.06 and the Rating Agencies have provided confirmation pursuant to
such Section, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 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 or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall cease to exist, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            SECTION 8.11 Appointment of Custodians.

            The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have 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,
any Mortgage Loan Seller or any Affiliate of the Depositor or any Mortgage Loan
Seller. Neither the Master Servicer nor the Special Servicer shall have any duty
to verify that any such Custodian is qualified to act as such in accordance with
the preceding sentence. Any such appointment of a third party Custodian and the
acceptance thereof shall be pursuant to a written, agreement, which written
agreement shall (i) be consistent with this Agreement in all material respects
and requires the Custodian to comply with this Agreement in all material
respects and requires the Custodian to comply with all of the applicable
conditions of this Agreement; (ii) provide that if the Trustee shall for any
reason no longer act in the capacity of Trustee hereunder (including, without
limitation, by reason of an Event of Default), the successor trustee or its
designee may thereupon assume all of the rights and, except to the extent such
obligations arose prior to the date of assumption, obligations of the Custodian
under such agreement or alternatively, may terminate such agreement without
cause and without payment of any penalty or termination fee; and (iii) not
permit the Custodian any rights of indemnification that may be satisfied out of
assets of the Trust Fund. The appointment of one or more Custodians shall not
relieve the Trustee from any of its obligations hereunder, and the Trustee shall
remain responsible and liable for all acts and omissions of any Custodian. The
initial Custodian shall be the Trustee. Notwithstanding anything herein to the
contrary, if the Trustee is no longer the Custodian, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Custodian shall be construed to require that such notice,
information or documents also be provided to the Trustee. Any Custodian
hereunder (other than the Trustee) shall at all times maintain a fidelity bond
and errors and omissions policy in amounts customary for custodians performing
duties similar to those set forth in this Agreement.

            SECTION 8.12 Appointment of Authenticating Agents.

            (a) The Trustee may at the Trustee's expense appoint one or more
Authenticating Agents, which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, in accordance with the
obligations and responsibilities herein. Each Authenticating Agent must be
organized and doing business under the laws of the United States of America or
of any State, authorized under such laws to do a trust business, have a combined
capital and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible and liable for
all acts and omissions of the Authenticating Agent. In the absence of any other
Person appointed in accordance herewith acting as Authenticating Agent, the
Trustee hereby agrees to act in such capacity in accordance with the terms
hereof. Notwithstanding anything herein to the contrary, if the Trustee is no
longer the Authenticating Agent, any provision or requirement herein requiring
notice or any information or documentation to be provided to the Authenticating
Agent shall be construed to require that such notice, information or
documentation also be provided to the Trustee.

            (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

            (c) Any Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the
Certificate Registrar, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent, the Master Servicer, the Certificate Registrar and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 8.12, the Trustee may appoint a
successor Authenticating Agent, in which case the Trustee shall given written
notice of such appointment to the Master Servicer, the Certificate Registrar and
the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.12. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent. No Authenticating Agent shall have responsibility or
liability for any action taken by it as such at the direction of the Trustee.

            SECTION 8.13 Appointment of Paying Agent.

            The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders hereunder. The Trustee shall cause such
Paying Agent to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in an Eligible Account in
trust for the benefit of the Certificateholders entitled thereto until such sums
shall be paid to the Certificateholders. All funds remitted by the Trustee or
the Master Servicer to any such Paying Agent for the purpose of making
distributions shall be paid to Certificateholders on each Distribution Date and
any amounts not so paid shall be returned on such Distribution Date to the
Trustee or the Master Servicer, as applicable. If the Paying Agent is not the
Trustee or the Master Servicer, the Trustee or the Master Servicer shall remit
to the Paying Agent on the Business Day prior to each Distribution Date, by wire
transfer in immediately available funds, the funds to be distributed on such
Distribution Date. Any Paying Agent shall be either a bank or trust company or
otherwise authorized under law to exercise corporate trust powers and shall have
a rating of at least "A" (or its equivalent) by each Rating Agency, or such
lower rating as will not result in qualification, downgrading or withdrawal of
the ratings then assigned to the Certificates, as evidenced in writing by the
Rating Agencies. Any such appointment of a third party Paying Agent and the
acceptance thereof shall be pursuant to a written agreement, which written
agreement shall (i) be consistent with this Agreement in all material respects
and requires the Paying Agent to comply with this Agreement in all material
respects and requires the Paying Agent to comply with all of the applicable
conditions of this Agreement; (ii) provide that if the Trustee shall for any
reason no longer act in the capacity of Trustee hereunder (including, without
limitation, by reason of an Event of Default), the successor trustee or its
designee may (A) thereupon assume all of the rights and, except to the extent
they arose prior to the date of assumption, obligations of the Paying Agent
under such agreement or (B) terminate such agreement without cause and without
payment of any penalty or termination fee; and (iii) not permit the Paying Agent
any rights of indemnification that may be satisfied out of assets of the Trust
Fund. The appointment of any Paying Agent shall not relieve the Trustee from any
of its obligations hereunder, and the Trustee shall remain responsible and
liable for all acts and omissions of any Paying Agent to the extent such Paying
Agent would have been responsible pursuant to the terms hereof. The initial
Paying Agent shall be the Trustee. Notwithstanding anything herein to the
contrary, if the Trustee is no longer the Paying Agent, any provision or
requirement herein requiring notice or any information to be provided to the
Paying Agent shall be construed to require that such notice, information or
documentation also be provided to the Trustee.

            SECTION 8.14 Appointment of REMIC Administrators.

            (a) The Trustee may appoint at the Trustee's expense, one or more
REMIC Administrators, which shall be authorized to act on behalf of the Trustee
in performing the functions set forth in Sections 3.17, 10.01 and 10.02 herein.
The Trustee shall cause any such REMIC Administrator to execute and deliver to
the Trustee an instrument in which such REMIC Administrator shall agree to act
in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible and liable
for all acts and omissions of the REMIC Administrator. Each REMIC Administrator
must be acceptable to the Trustee and must be organized and doing business under
the laws of the United States of America or of any State and be subject to
supervision or examination by federal or state authorities. In the absence of
any other Person appointed in accordance herewith acting as REMIC Administrator,
the Trustee hereby agrees to act in such capacity in accordance with the terms
hereof.

            (b) Any Person into which any REMIC Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any REMIC Administrator shall be a
party, or any Person succeeding to the corporate agency business of any REMIC
Administrator, shall continue to be the REMIC Administrator without the
execution or filing of any paper or any further act on the part of the Trustee
or the REMIC Administrator.

            (c) Any REMIC Administrator may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the
Certificate Registrar, the Paying Agent, the Master Servicer, the Special
Servicer and the Depositor. The Trustee may at any time terminate the agency of
any REMIC Administrator by giving written notice of termination to such REMIC
Administrator, the Master Servicer, the Certificate Registrar and the Depositor.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time any REMIC Administrator shall cease to be eligible in accordance with
the provisions of this Section 8.14, the Trustee may appoint a successor REMIC
Administrator, in which case the Trustee shall given written notice of such
appointment to the Master Servicer and the Depositor and shall mail notice of
such appointment to all Holders of Certificates; provided, however, that no
successor REMIC Administrator shall be appointed unless eligible under the
provisions of this Section 8.14. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as REMIC Administrator. No REMIC Administrator
shall have responsibility or liability for any action taken by it as such at the
direction of the Trustee.

            SECTION 8.15 Access to Certain Information.

            The Trustee shall afford to the Master Servicer, the Special
Servicer, each Rating Agency and the Depositor, any Certificateholder and to the
OTS, the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to any documentation
regarding the Mortgage Loans within its control that may be required to be
provided 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. Upon request and
with the consent of the Depositor and at the cost of the requesting Party, the
Trustee shall provide copies of such documentation to the Depositor, any
Certificateholder and to the OTS, the FDIC and any other bank or insurance
regulatory authority that may exercise authority over any Certificateholder.

            SECTION 8.16 Representations, Warranties and Covenants of Trustee.

            The Trustee hereby represents and warrants to the Master Servicer,
the Special Servicer and the Depositor and for the benefit of the
Certificateholders, as of the Closing Date, that:

                (i) The Trustee is a national banking association duly
        organized, validly existing and in good standing under the laws of the
        United States.

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

                (iii) Except to the extent that the laws of certain
        jurisdictions in which any part of the Trust Fund may be located require
        that a co-trustee or separate trustee be appointed to act with respect
        to such property as contemplated by Section 8.10, the Trustee has the
        full power and authority to carry on its business as now being conducted
        and to enter into and consummate all transactions contemplated by this
        Agreement, has duly authorized the execution, delivery and performance
        of this Agreement, and has duly executed and delivered this Agreement.

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

                (v) The Trustee 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 Trustee's good faith and reasonable
        judgment, is likely to affect materially and adversely the ability of
        the Trustee to perform its obligations under this Agreement.

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

                (vii) Any consent, approval, authorization or order of any court
        or governmental agency or body required for the execution, delivery and
        performance by the Trustee of or compliance by the Trustee with this
        Agreement or the consummation of the transactions contemplated by this
        Agreement has been obtained and is effective.

            SECTION 8.17 Reports to the Securities and Exchange Commission;
Available Information.

            The Trustee shall prepare for filing, and execute, on behalf of the
Trust Fund, and file with the Securities and Exchange Commission, (i) each
Distribution Date Statement on Form 8-K within 15 days after each Distribution
Date in each month, (ii) before March 31 of each year, beginning March 31, 2002,
a Form 10-K and (iii) any and all reports, statements and information respecting
the Trust Fund and/or the certificates required to be filed on behalf of the
Trust Fund under the Exchange Act as the Trustee may be directed by the
Depositor, until directed in writing by the Depositor to discontinue such
filings; provided that any such additional information referred to in clause
(iii) above shall be delivered to the Trustee in the format required for
electronic filing via the EDGAR system. For any filings pursuant to the previous
sentence that occur after the first anniversary of the Closing Date, the Trustee
shall receive a fee agreed upon by the Trustee and the Depositor in a separate
fee agreement. Upon such filing with the Securities and Exchange Commission, the
Trustee shall promptly deliver to the Depositor and the Master Servicer a copy
of any such executed report, statement or information. The Depositor shall
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 Securities and Exchange Commission regarding the usual and
customary exemption from certain reporting requirements granted to issuers of
securities similar to the Certificates. The Depositor agrees to indemnify and
hold harmless the Trustee with respect to any liability, cost or expenses,
including reasonable attorneys' fees, arising from the Trustee's execution of
such reports, statements and information that contain errors or omissions or is
otherwise misleading, provided, however, that if the indemnification provided
for herein is invalid or unenforceable, then the Depositor shall contribute to
the amount paid by the Trustee as a result of such liability in such amount as
is necessary to limit the Trustee's responsibility for any such payment to any
amount resulting from its own negligence or willful misconduct. The Trustee
shall have no responsibility to determine whether or not any filing may be
required and shall not have any responsibility to review or confirm in any way
the accuracy or the sufficiency of the contents of any such filing.

            SECTION 8.18 Maintenance of Mortgage File.

            Except for the release of items in the Mortgage File contemplated by
this Agreement, including, without limitation, as necessary for the enforcement
of the holder's rights and remedies under the related Mortgage Loan, the Trustee
covenants and agrees that it shall maintain each Mortgage File in the State of
Minnesota, and that it shall not move any Mortgage File outside the State of
Minnesota, other than as specifically provided for in this Agreement, unless it
shall first obtain and provide, at the expense of the Trustee, an Opinion of
Counsel to the Depositor and the Rating Agencies to the effect that the
Trustee's first priority interest in the Mortgage Notes has been duly and fully
perfected under the applicable laws and regulations of such other jurisdiction.

            SECTION 8.19 Companion Paying Agent.

            (a) The Trustee shall be the initial Companion Paying Agent
hereunder. The Companion Paying Agent undertakes to perform such duties and only
such duties as are specifically set forth herein. The Companion Paying Agent
shall promptly make available all reports delivered to it under this Agreement
to the Companion Holder.

            (b) No provision of this Agreement shall be construed to relieve the
Companion Paying Agent from liability for its own negligent failure to act, bad
faith or its own willful misfeasance; provided, however, that the duties and
obligations of the Companion Paying Agent shall be determined solely by the
express provisions of this Agreement, the Companion Paying Agent shall not be
liable except for the performance of such duties and obligations, no implied
covenants or obligations shall be read into this Agreement against the Companion
Paying Agent and, in the absence of bad faith on the part of the Companion
Paying Agent, the Companion Paying 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 instrument furnished to the Companion Paying Agent by any Person and which
on their face do not contradict the requirements of this Agreement.

            (c) Upon the resignation or removal of the Trustee pursuant to
Article VIII of this Agreement, the Companion Paying Agent shall be deemed
simultaneously to resign or be removed.

            (d) This Section shall survive the termination of this Agreement or
the resignation or removal of the Companion Paying Agent, as regards rights
accrued prior to such resignation or removal.

            SECTION 8.20 Companion Register.

            The Companion Paying Agent shall maintain a register (the "Companion
Register") on which it will record the names and address of, and wire transfer
instructions for, the Companion Holder from time to time, to the extent such
information is provided in writing to it by the Companion Holder. The initial
Companion Holder, along with its name, address, wiring instructions and tax
identification number, is listed on Exhibit AA hereto. The Companion Holder
shall inform the Companion Paying Agent of the name, address, wiring
instructions and taxpayer identification number of any subsequent Companion
Holder upon any transfer of a Companion Loan. Upon the sale of a Companion Loan
or portion thereof, the transferring Companion Holder shall inform the Companion
Paying Agent in writing that such transfer has taken place and provide the
Companion Paying Agent with the name, address, wiring instructions and tax
identification number of the transferee. In the event the Companion Holder
transfers a Companion Loan without notice to the Companion Paying Agent, the
Companion Paying Agent shall have no liability for any misdirected payment in
the related Companion Loan and shall have no obligation to recover and redirect
such payment.

            The Companion Paying Agent shall promptly provide the name and
address of the Companion Holder to any party hereto or any successor Companion
Holder upon written request and any such Person may, without further
investigation, conclusively rely upon such information. The Companion Paying
Agent shall have no liability to any Person for the provision of any such names
and addresses.

            SECTION 8.21 Co-Lender Agreement.

            On the Closing Date the Trustee is hereby directed to execute each
Co-Lender Agreement.

                                   ARTICLE IX

                                   TERMINATION

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

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer and the Trustee (other than the
obligations of the Paying Agent on behalf of the Trustee to provide for and make
payments to Certificateholders as hereafter set forth) shall terminate upon
payment (or provision for payment) (i) 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 (A) the purchase by the
Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder of all Mortgage Loans and each REO Property remaining in the
Loan REMIC and REMIC I at a price equal to (1) the aggregate Purchase Price of
all the Mortgage Loans included in the Loan REMIC and REMIC I, plus (2) the
appraised value of each REO Property, if any, included in the Loan REMIC and
REMIC I, such appraisal to be conducted by an Independent Appraiser selected by
the Master Servicer and approved by the Trustee, minus (3) if the purchaser is
the Master Servicer, the aggregate amount of unreimbursed Advances made by the
Master Servicer, together with any interest accrued and payable to the Master
Servicer in respect of unreimbursed Advances in accordance with Sections 3.03(d)
and 4.03(d) and any unpaid Master Servicing Fees remaining outstanding (which
items shall be deemed to have been paid or reimbursed to the Master Servicer in
connection with such purchase), and (B) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in the Loan REMIC and REMIC I, and (ii) to the Trustee, the Master
Servicer, the Special Servicer and the officers, directors, employees and agents
of each of them of all amounts which may have become due and owing to any of
them hereunder; provided, however, that in no event shall the Trust Fund created
hereby continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date hereof.

            The obligations and responsibilities under this Agreement of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Companion Paying Agent shall terminate with respect to any Companion Loan to the
extent (i) its related AB Mortgage Loan has been paid in full or is no longer
part of the Trust Fund and (ii) no amounts payable by the related Companion
Holder to or for the benefit of the Trust or any party hereto in accordance with
the related Co-Lender Agreement remain due and owing.

            The Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder may at its option elect to purchase all of the
Mortgage Loans and each REO Property remaining in the Loan REMIC and REMIC I as
contemplated by clause (i) of the preceding paragraph by giving written notice
to the other parties hereto no later than 60 days prior to the anticipated date
of purchase; provided, however, that (i) the aggregate Stated Principal Balance
of the Mortgage Pool less the Rite Aid Subordinate Balance at the time of such
election is less than 1% of the aggregate Cut-off Date Balances of the Mortgage
Loans less the Rite Aid Subordinate Balance as of the Closing Date, and (ii) the
Master Servicer shall not have the right to effect such a purchase if, within 30
days following the Master Servicer's delivery of a notice of election pursuant
to this paragraph, the Depositor, the Special Servicer, or the Majority
Subordinate Certificateholder shall give notice of its election to purchase all
of the Mortgage Loans and each REO Property remaining in the Loan REMIC and
REMIC I and shall thereafter effect such purchase in accordance with the terms
hereof. The Master Servicer or the Majority Subordinate Certificateholder shall
not have the right to effect such a purchase if, within 30 days following the
Special Servicer's delivery of a notice of election pursuant to this paragraph,
the Special Servicer shall give notice of its election to purchase all of the
Mortgage Loans and each REO Property remaining in the Loan REMIC and REMIC I and
shall thereafter effect such purchase in accordance with the terms hereof. If
the Trust Fund is to be terminated in connection with the Master Servicer's, the
Special Servicer's or the Majority Subordinate Certificateholder's purchase of
all of the Mortgage Loans and each REO Property remaining in REMIC I, the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder, as
applicable, shall deliver to the Paying Agent for deposit in the Distribution
Account not later than the P&I Advance 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. In
addition, the Master Servicer shall transfer to the Distribution Account all
amounts required to be transferred thereto on such P&I Advance Date from the
Certificate Account pursuant to the first paragraph of Section 3.04(b), together
with any other amounts on deposit in the Certificate Account that would
otherwise be held for future distribution. Upon confirmation that such final
deposit has been made, the Trustee shall release or cause to be released to the
Master Servicer, the Special Servicer, the Majority Subordinate
Certificateholder, as applicable, the Mortgage Files for the remaining Mortgage
Loans and shall execute all assignments, endorsements and other instruments
furnished to it by the Master Servicer, the Special Servicer, the Majority
Subordinate Certificateholder as applicable, as shall be necessary to effectuate
transfer of the Mortgage Loans and REO Properties to the Master Servicer, the
Special Servicer, or the Majority Subordinate Certificateholder (or their
respective designees), as applicable. Any transfer of Mortgage Loans to the
Depositor pursuant to this paragraph shall be on a servicing-released basis.

            Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders mailed (a) if such notice is given in connection
with the Master Servicer's, the Special Servicer's, or the Majority Subordinate
Certificateholder's purchase of the Mortgage Loans and each REO Property
remaining in the Loan REMIC and REMIC I, not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of the final
distribution on the Certificates or (b) otherwise during the month of such final
distribution on or before the Determination Date in such month, in each case
specifying (i) the Distribution Date upon which the Trust Fund will terminate
and final payment of the Certificates will be made, (ii) the amount of any such
final payment and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the offices of the Certificate Registrar or
such other location therein designated. The Trustee shall give such notice to
the Master Servicer, the Special Servicer and the Depositor at the time such
notice is given to Certificateholders.

            Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Paying Agent shall
distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts then on deposit in the Distribution Account that are allocable to
payments on the Class of Certificates so presented and surrendered. Amounts on
deposit in the Distribution Account as of the final Distribution Date, exclusive
of any portion thereof that would be payable to any Person in accordance with
clauses (ii) through (vi) of Section 3.05(b), including any portion thereof that
represents Prepayment Premiums and Yield Maintenance Charges, shall be (i)
deemed distributed in respect of the Loan REMIC Senior Regular Interest and
distributed to the Class V Certificates and to the Class R-I Certificates in
respect of the Loan REMIC Residual Interest in accordance with Section 4.01(b)
and Section 4.01(i), (ii) deemed distributed in respect of the REMIC I Regular
Interests and distributed to the Class R-I Certificates in respect of the REMIC
I Residual Interest in accordance with Section 4.01(b) and Section 4.01(h) and
(iii) distributed to the REMIC II Certificates in the order of priority set
forth in Section 4.01(a) and Section 4.01(b), in each case, to the extent of
remaining available funds.

            On or after the Final Distribution Date, upon presentation and
surrender of the Class Z-I Certificates, the Paying Agent shall distribute to
the Class Z-I Certificateholders any amount then on deposit in the Additional
Interest Account that was paid on a First Union Mortgage Loan. On or after the
Final Distribution Date, upon presentation and surrender of the Class Z-II
Certificates, the Paying Agent shall distribute to the Class Z-II
Certificateholders any amount then on deposit in the Additional Interest Account
that was paid on a Merrill Lynch Mortgage Loan.

            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 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, 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, and
shall deal with all such unclaimed amounts in accordance with applicable law.
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.

            SECTION 9.02 Additional Termination Requirements.

            (a) If the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholders purchase all of the Mortgage Loans and each REO
Property remaining in the Loan REMIC and REMIC I as provided in Section 9.01,
the Trust Fund (and, accordingly, REMIC I, the Loan REMIC and REMIC II) shall be
terminated in accordance with the following additional requirements, unless the
Person effecting the purchase obtains at its own expense and delivers to the
Trustee and, in the case of the Depositor, to the Trustee and the Master
Servicer, an Opinion of Counsel, addressed to the Trustee and the Master
Servicer, to the effect that the failure of the Trust Fund to comply with the
requirements of this Section 9.02 will not result in the imposition of taxes on
"prohibited transactions" of the Loan REMIC, REMIC I or REMIC II as defined in
Section 860F of the Code or cause the Loan REMIC, REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificates are outstanding:

                (i) the Trustee shall specify the first day in the 90-day
        liquidation period in a statement attached to the final Tax Return for
        each of the Loan REMIC, REMIC I and REMIC II pursuant to Treasury
        Regulations Section 1.860F-1;

                (ii) during such 90-day liquidation period and at or prior to
        the time of making of the final payment on the Certificates, the Trustee
        shall sell all of the assets of the Loan REMIC and REMIC I to the Master
        Servicer, the Special Servicer or the Majority Subordinate
        Certificateholders, as applicable, for cash; and

                (iii) at the time of the making of the final payment on the
        Certificates, the Paying Agent shall distribute or credit, or cause to
        be distributed or credited, to the Certificateholders in accordance with
        Section 9.01 all cash on hand (other than cash retained to meet claims),
        and each of the Loan REMIC, REMIC I and REMIC II shall terminate at that
        time.

            (b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Trustee to specify the 90-day liquidation period for each
of the Loan REMIC, REMIC I or REMIC II, which authorization shall be binding
upon all successor Certificateholders.

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

            SECTION 10.01 REMIC Administration.

            (a) The REMIC Administrator shall elect to treat each of the Loan
REMIC, REMIC I and REMIC II as a REMIC under the Code and, if necessary, under
applicable state law. Such election will be made on Form 1066 or other
appropriate federal 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 Loan REMIC Regular Interests, the REMIC I Regular Interests
and the Regular Certificates are hereby designated as "regular interests"
(within the meaning of Section 860G(a)(1) of the Code) in the Loan REMIC, REMIC
I and REMIC II, respectively. The Loan REMIC Residual Interest, the Class R-I
Residual Interest and the Class R-II Certificates are hereby designated as the
single class of "residual interests" (within the meaning of Section 860G(a)(2)
of the Code) in the Loan REMIC, REMIC I and REMIC II, respectively. None of the
Master Servicer, the Special Servicer or the Trustee shall (to the extent within
its control) permit the creation of any other "interests" in the Loan REMIC,
REMIC I and REMIC II (within the meaning of Treasury regulation Section
1.860D-1(b)(1)).

            (c) The Closing Date is hereby designated as the "startup day" of
REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the Code. The
"latest possible maturity date" of Loan REMIC Regular Interests, REMIC I Regular
Interests and the Regular Certificates shall be the Distribution Date in January
2043.

            (d) The related Plurality Residual Certificateholder as to the
applicable taxable year is hereby designated as the Tax Matters Person of each
of the Loan REMIC, REMIC I and REMIC II, and shall act on behalf of the related
REMIC in relation to any tax matter or controversy and shall represent the
related REMIC in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority; provided that the
REMIC Administrator is hereby irrevocably appointed to act and shall act as
agent and attorney-in-fact for the Tax Matters Person for each of the Loan
REMIC, REMIC I and REMIC II in the performance of its duties as such.

            (e) Except as otherwise provided in Section 3.17(a) and subsections
(i) and (j) below, the REMIC Administrator shall pay out of its own funds any
and all routine tax administration expenses of the Trust Fund incurred with
respect to each of the Loan REMIC, REMIC I and REMIC II (but not including any
professional fees or expenses related to audits or any administrative or
judicial proceedings with respect to the Trust Fund that involve the Internal
Revenue Service or state tax authorities, which extraordinary expenses shall be
payable or reimbursable to the Trustee from the Trust Fund unless otherwise
provided in Section 10.01(g) or 10.01(h)).

            (f) Within 30 days after the Closing Date, the REMIC Administrator
shall obtain taxpayer identification numbers for each of the Loan REMIC, REMIC I
and REMIC II by preparing and filing Internal Revenue Service Forms SS-4 and
shall prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Trust Fund. In addition, the REMIC
Administrator shall prepare, cause the Trustee to sign and file all of the other
Tax Returns in respect of the Loan REMIC, 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. The other parties hereto shall
provide on a timely basis to the REMIC Administrator or its designee such
information with respect to each of the Loan REMIC, REMIC I and REMIC II as is
in its possession and reasonably requested by the REMIC Administrator to enable
it to perform its obligations under this Article. Without limiting the
generality of the foregoing, the Depositor, within ten days following the REMIC
Administrator's request therefor, shall provide in writing to the REMIC
Administrator such information as is reasonably requested by the REMIC
Administrator for tax purposes, as to the valuations and issue prices of the
Certificates, and the REMIC Administrator's duty to perform its reporting and
other tax compliance obligations under this Article X shall be subject to the
condition that it receives from the Depositor such information possessed by the
Depositor that is necessary to permit the REMIC Administrator to perform such
obligations.

            (g) The REMIC Administrator shall perform on behalf of each of the
Loan REMIC, 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 Internal Revenue Service
or, with respect to State and Local Taxes, any state or local taxing authority.
Included among such duties, the REMIC Administrator shall provide to: (i) any
Transferor of a Residual Certificate or agent of a Non-Permitted Transferee,
such information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Person who is not a Permitted
Transferee; (ii) 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 hereunder); and (iii) the
Internal Revenue Service, the name, title, address and telephone number of the
Person who will serve as the representative of each of the Loan REMIC, REMIC I
and REMIC II.

            (h) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of each of the Loan REMIC, REMIC I and REMIC II as a
REMIC under the REMIC Provisions (and the Trustee, the Master Servicer and the
Special Servicer shall assist the REMIC Administrator to the extent reasonably
requested by the REMIC Administrator and to the extent of information within the
Trustee's, the Master Servicer's or the Special Servicer's possession or
control). None of the REMIC Administrator, Master Servicer, the Special
Servicer, or the Trustee shall knowingly take (or cause any of the Loan REMIC,
REMIC I or REMIC II to take) any action or fail to take (or fail to cause to be
taken) any action that, under the REMIC Provisions, if taken or not taken, as
the case may be, could (i) endanger the status of any of the Loan REMIC, REMIC I
or REMIC II as a REMIC, or (ii) except as provided in Section 3.17(a), result in
the imposition of a tax upon any of the Loan REMIC, REMIC I or REMIC II
(including, but not limited to, the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code or the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code (any such endangerment or imposition or, except
as provided in Section 3.17(a), imposition of a tax, an "Adverse REMIC Event")),
unless the REMIC Administrator has obtained or received an Opinion of Counsel
(at the expense of the party requesting such action or at the expense of the
Trust Fund if the REMIC Administrator seeks to take such action or to refrain
from acting for the benefit of the Certificateholders) to the effect that the
contemplated action will not result in an Adverse REMIC Event. The REMIC
Administrator shall not take any action or fail to take any action (whether or
not authorized hereunder) as to which the Master Servicer or the Special
Servicer has advised it in writing that either the Master Servicer or the
Special Servicer has received or obtained an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to the Loan REMIC, REMIC I or
REMIC II, or causing any of the Loan REMIC, REMIC I or REMIC II to take any
action, that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the REMIC
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur. Neither the Master Servicer nor the
Special Servicer shall take any such action or cause any of the Loan REMIC,
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, and neither
the Master Servicer nor the Special Servicer shall have any liability hereunder
for any action taken by it in accordance with the written instructions of the
REMIC Administrator. The REMIC Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to
take the action not expressly permitted by this Agreement, but in no event at
the cost or expense of the Trust Fund, the Trustee or the REMIC Administrator.
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 each of the
Loan REMIC, 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.

            (i) If any tax is imposed on any of the Loan REMIC, REMIC I or REMIC
II, including, without limitation, "prohibited transactions" taxes as defined in
Section 860F(a)(2) of the Code, any tax on "net income from foreclosure
property" as defined in Section 860G(c) of the Code, any taxes on contributions
to the Loan REMIC, 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 provided
that no liability shall be imposed upon the REMIC Administrator under this
Clause if another party has responsibility for payment of such tax under Clauses
(iii) or (v) of this Section; (ii) 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; (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 Trustee, if such tax
arises out of or results from a breach by the Trustee of any of its obligations
under Article IV, Article VIII or this Article X; (v) the applicable Mortgage
Loan Seller, if such tax was imposed due to the fact that any of the Mortgage
Loans did not, at the time of their transfer to the Loan REMIC or REMIC I,
constitute a "qualified mortgage" as defined in Section 860G(a)(3) of the Code;
or (vi) the Trust Fund, excluding the portion thereof constituting the Grantor
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
Fund. Any such amounts payable by the Trust Fund shall be paid by the Paying
Agent upon the written direction of the REMIC Administrator out of amounts on
deposit in the Distribution Account in reduction of the Available Distribution
Amount pursuant to Section 3.05(b).

            (j) The REMIC Administrator shall, for federal income tax purposes,
maintain books and records with respect to each of the Loan REMIC, REMIC I and
REMIC II on a calendar year and on an accrual basis.

            (k) Following the Startup Day, none of the Trustee, the Master
Servicer and the Special Servicer shall accept any contributions of assets to
the Loan REMIC, 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 and in
no event at the expense of the Trust Fund or the Trustee) 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.

            (l) None of the Trustee, the Master Servicer and the Special
Servicer 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) the default or foreclosure 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, (B) the bankruptcy of the Loan REMIC,
REMIC I or REMIC II, (C) the termination of the Loan REMIC, REMIC I and REMIC II
pursuant to Article IX of this Agreement, or (D) a purchase of Mortgage Loans
pursuant to or as contemplated by Article II or III of this Agreement); (ii) the
sale or disposition of any investments in the Certificate Account, the
Distribution Account or the REO Account for gain; or (iii) the acquisition of
any assets for the Loan REMIC, REMIC I or REMIC II (other than (1) a Mortgaged
Property acquired through foreclosure, deed in lieu of foreclosure or otherwise
in respect of a Defaulted Mortgage Loan, (2) a Qualified Substitute Mortgage
Loan pursuant to Article II hereof and (3) Permitted Investments acquired in
connection with the investment of funds in the Certificate Account, the
Distribution Account or the REO Account); in any event unless it has received an
Opinion of Counsel (at the expense of the party seeking to cause such sale,
disposition, or acquisition but in no event at the expense of the Trust Fund or
the Trustee) to the effect that such sale, disposition, or acquisition will not
cause: (x) the Loan REMIC, 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 the Loan REMIC, REMIC I or REMIC II under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.

            (m) Except as permitted by Section 3.17(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which the Loan REMIC, REMIC I or REMIC II will receive a fee or other
compensation for services nor permit the Loan REMIC, 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.

            SECTION 10.02 Grantor Trust Administration.

            (a) The REMIC Administrator shall treat the Grantor Trust, for tax
return preparation purposes, as a grantor trust under the Code and shall treat
the Additional Interest, the Additional Interest Account and amounts held from
time to time in the Additional Interest Account that represent Additional
Interest as separate assets of the Grantor Trust, and not of the Loan REMIC,
REMIC I or REMIC II, as permitted by Treasury Regulations Section
1.860G-2(i)(1). The Class Z-I Certificates are hereby designated as representing
an undivided beneficial interest in Additional Interest payable on First Union
Mortgage Loans and proceeds thereof. The Class Z-II Certificates are hereby
designated as representing an undivided beneficial interest in Additional
Interest payable on Merrill Lynch Mortgage Loans and proceeds thereof.

            (b) The REMIC Administrator shall pay out of its own funds any and
all routine tax administration expenses of the Trust Fund incurred with respect
to the Grantor Trust (but not including any professional fees or expenses
related to audits or any administrative or judicial proceedings with respect to
the Trust Fund that involve the Internal Revenue Service or state tax
authorities which extraordinary expenses shall be payable or reimbursable to the
REMIC Administrator from the Trust Fund unless otherwise provided in Section
10.02(e) or 10.02(f)).

            (c) The REMIC Administrator shall prepare, cause the Trustee to sign
and file when due all of the Tax Returns in respect of the Grantor Trust. The
expenses of preparing and filing such returns shall be borne by the REMIC
Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the REMIC Administrator or its
designee such information with respect to the Grantor Trust as is in its
possession and reasonably requested by the REMIC Administrator to enable it to
perform its obligations under this Section 10.02. Without limiting the
generality of the foregoing, the Depositor, within ten days following the REMIC
Administrator's request therefor, shall provide in writing to the REMIC
Administrator such information as is reasonably requested by the REMIC
Administrator for tax purposes, and the REMIC Administrator's duty to perform
its reporting and other tax compliance obligations under this Section 10.02
shall be subject to the condition that it receives from the Depositor such
information possessed by the Depositor that is necessary to permit the REMIC
Administrator to perform such obligations.

            (d) The REMIC Administrator shall furnish or cause to be furnished
to the Class Z-I and Class Z-II Certificateholders on the cash or accrual method
of accounting, as applicable, such information as to their respective portions
of the income and expenses of the Grantor Trust as may be required under the
Code, and shall perform on behalf of the Grantor Trust all reporting and other
tax compliance duties that are required in respect thereof under the Code, the
Grantor Trust Provisions or other compliance guidance issued by the Internal
Revenue Service or any state or local taxing authority.

            (e) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the REMIC Administrator to the extent reasonably requested by the
REMIC Administrator and to the extent of information within the Trustee's, the
Master Servicer's or the Special Servicer's possession or control). None of the
REMIC Administrator, Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause the Grantor Trust to take) any action or fail to take
(or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could endanger the status
of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any
such endangerment of grantor trust status, an "Adverse Grantor Trust Event"),
unless the REMIC Administrator has obtained or received an Opinion of Counsel
(at the expense of the party requesting such action or at the expense of the
Trust Fund if the REMIC Administrator seeks to take such action or to refrain
from taking any action for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the REMIC Administrator
has advised it in writing that the REMIC Administrator has received or obtained
an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could
result from such action or failure to act. In addition, prior to taking any
action with respect to the Grantor Trust, or causing the Trust Fund to take any
action, that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the REMIC
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer
nor the Special Servicer shall have any liability hereunder for any action taken
by it in accordance with the written instructions of the REMIC Administrator.
The REMIC Administrator may consult with counsel to make such written advice,
and the cost of same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the cost or expense of
the Trust Fund, the REMIC Administrator or the Trustee. Under no circumstances
may the REMIC Administrator vary the assets of the Grantor Trust so as to take
advantage of variations in the market so as to improve the rate of return of
Holders of the Class Z-I and Class Z-II Certificates.

            (f) If any tax is imposed on the Grantor Trust, such tax, together
with all incidental costs and expenses (including, without limitation, penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the REMIC
Administrator, if such tax arises out of or results from a breach by the REMIC
Administrator of any of its obligations under this Section 10.02; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.02; (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 Section 10.02; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.02; or (v) the portion of the Trust Fund constituting the
Grantor Trust in all other instances.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            SECTION 11.01 Amendment.

            (a) This Agreement may be amended from time to time by the mutual
agreement of the Depositor, the Master Servicer, the Special Servicer and the
Trustee, 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 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, or (v) if such amendment, as evidenced by an Opinion of Counsel (at
the expense of the Trust Fund, in the case of any amendment requested by the
Master Servicer or Special Servicer that protects or is in furtherance of the
interests of the Certificateholders, and otherwise at the expense of the party
seeking such amendment) delivered to the Master Servicer, the Special Servicer
and the Trustee, is advisable or 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 any of the Loan REMIC, REMIC I or REMIC II created hereunder 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 any
such REMIC; provided that such action (except any amendment described in clause
(v) above) shall not, as evidenced by an Opinion of Counsel (at the expense of
the Trust Fund, in the case of any amendment requested by the Master Servicer or
Special Servicer that protects or is in furtherance of the interests of the
Certificateholders, and otherwise at the expense of the party seeking such
amendment) obtained by or delivered to the Master Servicer, the Special Servicer
and the Trustee, adversely affect in any material respect the interests of any
Certificateholder; and provided further that the Master Servicer, the Special
Servicer and the Trustee shall have first obtained from each Rating Agency
written confirmation that such amendment will not result in the qualification,
downgrade or withdrawal of the rating on any Class of Certificates.

            (b) This Agreement may also be amended from time to time by the
agreement of the Depositor, the Master Servicer, the Special Servicer and the
Trustee 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
Mortgage Loans that are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) as evidenced by an Opinion
of Counsel obtained by or delivered to the Master Servicer, the Special Servicer
and the Trustee, adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in (i)
without the consent of the Holders of all Certificates of such Class, (iii)
modify the provisions of this Section 11.01 without the consent of the Holders
of all Certificates then outstanding, (iv) modify the provisions of Section 3.20
without the consent of the Holders of Certificates entitled to all of the Voting
Rights or (v) modify the definition of Servicing Standard or the specified
percentage of Voting Rights which are required to be held by Certificateholders
to consent or not to object to any particular action pursuant to any provision
of this Agreement without the 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 or any Affiliate of the
Depositor shall be entitled to the same Voting Rights with respect to matters
described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing
duties with respect to any of the Mortgage Loans.

            (c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the Trust Fund, in the case of any amendment requested by the Master Servicer
or Special Servicer that protects or is in furtherance of the interests of the
Certificateholders, and, otherwise, at the expense of the party seeking such
amendment) to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on any
of the Loan REMIC, REMIC I or REMIC II pursuant to the REMIC Provisions or on
the Grantor Trust or cause any of the Loan REMIC, REMIC I or REMIC II or to fail
to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust
at any time that any Certificates are outstanding and (ii) such amendment
complies with the provisions of this Section 10.01.

            (d) Promptly after the execution of any such amendment, the Trustee
shall send a copy thereof to each Certificateholder.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            (f) Each of the Master Servicer, the Special Servicer and the
Trustee may but shall not be obligated to enter into any amendment pursuant to
this Section that affects its rights, duties and immunities under this Agreement
or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a), (b) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 11.01(a)
or (c) shall be payable out of the Certificate Account or the Distribution
Account pursuant to Section 3.05.

            SECTION 11.02 Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund, but only upon
direction accompanied by an Opinion of Counsel (the cost of which may be paid
out of the Certificate Account pursuant to Section 3.05(a)) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders; provided, however, that the Trustee shall have no obligation
or responsibility to determine whether any such recordation of this Agreement is
required.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            SECTION 11.03 Limitation on Rights of Certificateholders.

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

            (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates 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 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, 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: (i) in the case of the Depositor, First Union
Commercial Mortgage Securities, Inc., 201 South College Street, Charlotte, North
Carolina 28228, Attention: William J. Cohane, Director, facsimile number:
704-383-7639; (ii) in the case of the Master Servicer, First Union National
Bank, NC 1075, 8739 Research Drive - URP4, Charlotte, North Carolina 28262-1075,
Attention: First Union National Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2001-C2, facsimile number:
704-593-7735; (iii) in the case of the Special Servicer, Lennar Partners, Inc.,
760 NW 107TH Avenue, Miami, Florida 33172, Attention: First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2001-C2, facsimile number: 305-226-3428; (iv) in the case of the Trustee, Wells
Fargo Bank Minnesota, N.A., Corporate Trust Department, 11000 Broken Land
Parkway, Columbia, Maryland 21044-3562, Attention: Corporate Trust Services
(CMBS) First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2001-C2, facsimile number 410-884-2360, (v) in
the case of the Underwriters to each of First Union Securities, Inc., First
Union Capital Markets Group, One First Union Center, DC6, Charlotte, North
Carolina 28288-1075, Attention: Mr. William J. Cohane, First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2001-C2, facsimile number: 704-383-7639, Merrill Lynch, Pierce, Fenner & Smith,
Incorporated, 100 Church Street, 18th Floor, New York, New York 10080-6518,
Attention: Andrea Balkan, facsimile number (212) 602-7552; and Greenwich Capital
Markets, Inc. 600 Steamboat Drive, Greenwich , CT 06830, Attention: Legal Dept.,
facsimile number (213) 618-2132, (vi) in the case of the Rating Agencies, (A)
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007; and
(B) S&P Ratings Services, 55 Water Street, New York, New York 10041-0003
Attention: CMBS Surveillance Group, facsimile number 212-438-2662, 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 Grant of a Security Interest.

            The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets constituting the Trust
Fund.

            SECTION 11.08 Streit Act.

            Any provisions required to be contained in this Agreement by Section
126 of Article 4-A of the New York Real Property Law are hereby incorporated
herein, and such provisions shall be in addition to those conferred or imposed
by this Agreement; provided, however, that to the extent that such Section 126
shall not have any effect, and if said Section 126 should at any time be
repealed or cease to apply to this Agreement or be construed by judicial
decision to be inapplicable, said Section 126 shall cease to have any further
effect upon the provisions of this Agreement. In case of a conflict between the
provisions of this Agreement and any mandatory provisions of Article 4-A of the
New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail, provided that if said Article 4-A shall not apply to this Agreement,
should at any time be repealed, or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, such mandatory provisions of
such Article 4-A shall cease to have any further effect upon the provisions of
this Agreement.

            SECTION 11.09 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. This
Agreement may not be amended in any manner that would adversely affect the
rights of any third party beneficiary hereof without its consent. No other
person, including, without limitation, any Mortgagor, shall be entitled to any
benefit or equitable right, remedy or claim under this Agreement.

            SECTION 11.10 Article and Section Headings.

            The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            SECTION 11.11 Notices to Rating Agencies.

            (a) The Trustee shall promptly provide notice to each Rating Agency
and the Controlling Class Representative with respect to each of the following
of which it has actual knowledge:

                (i) any material change or amendment to this Agreement;

                (ii) the occurrence of any Event of Default that has not been
        cured;

                (iii) the resignation or termination of the Trustee, the Master
        Servicer or the Special Servicer;

                (iv) the repurchase of Mortgage Loans by either of the Mortgage
        Loan Sellers pursuant to the First Union Mortgage Loan Purchase
        Agreement or the Merrill Lynch Mortgage Loan Purchase Agreement;

                (v) any change in the location of the Distribution Account;

                (vi) the final payment to any Class of Certificateholders; and

                (vii) any sale or disposition of any Mortgage Loan or REO
        Property.

            (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

                (ii) any change in the location of the Certificate Account.

            (c) The Special Servicer shall furnish each Rating Agency and the
Controlling Class Representative with respect to a non-performing or Defaulted
Mortgage Loan such information as the Rating Agency or Controlling Class
Representative shall reasonably request and which the Special Servicer can
reasonably provide in accordance with applicable law.

            (d) To the extent applicable, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency copies of the
following items:

                (i) each of its annual statements as to compliance described in
        Section 3.13;

                (ii) each of its annual independent public accountants'
        servicing reports described in Section 3.14;

                (iii) any Officers' Certificate delivered to the Trustee
        pursuant to Section 4.03(c) or 3.08; and

                (iv) each of the reports described in Section 3.12(a) and the
        statements and reports described in Sections 3.12(b), 3.12(c) and
        3.12(d).

            (e) The Trustee shall (i) make available to each Rating Agency and
the Controlling Class Representative, upon reasonable notice, the items
described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and
the Controlling Class Representative a copy of any notices given pursuant to
Section 7.03(a) or Section 7.03(b).

            (f) Each of the Trustee, the Master Servicer and the Special
Servicer shall provide to each Rating Agency such other information with respect
to the Mortgage Loans and the Certificates, to the extent such party possesses
such information, as such Rating Agency shall reasonably request.

            (g) Notwithstanding any provision herein to the contrary each of the
Master Servicer, the Special Servicer or the Trustee shall deliver to any
Underwriter any report prepared by such party hereunder upon request.

            SECTION 11.12 Complete Agreement.

            This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.



<PAGE>



            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                       FIRST UNION COMMERCIAL
                                          MORTGAGE SECURITIES, INC.
                                          Depositor

                                       By: /s/ William J. Cohane
                                           -----------------------------------
                                           Name:  William J. Cohane
                                           Title: Vice President


                                       FIRST UNION NATIONAL BANK
                                          Master Servicer

                                       By: /s/ Scott R. Rossbach
                                           -----------------------------------
                                           Name:  Scott R. Rossbach
                                           Title: Asst. Vice President


                                       LENNAR PARTNERS, INC.
                                          Special Servicer

                                       By: /s/ Ronald E. Schrager
                                           -----------------------------------
                                           Name:  Ronald E. Schrager
                                           Title: Vice President


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                          Trustee

                                       By: /s/ Leslie A. Gaskill
                                           -----------------------------------
                                           Name:  Leslie A. Gaskill
                                           Title: Vice President
<PAGE>

                                   EXHIBIT A-1

                          FORM OF CLASS A-1 CERTIFICATE

             CLASS A-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class A-1
                                        Certificates as of the Closing Date:
                                        $[__]

Date of Pooling and Servicing           Initial Certificate Principal Balance of
Agreement: [__]                         this Class A-1 Certificate as of the
                                        Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance of
                                        the Mortgage Loans as of the Cut-Off
                                        Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [___________] OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN
INTEREST HEREIN.]

----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE ___ INVESTMENT ___ CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS
Q CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AND THE CLASS A-2 CERTIFICATES MAY BE REDUCED BY
CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class A-1 Certificate (obtained by
dividing the principal amount of this Class A-1 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among First
Union Commercial Mortgage Securities, Inc. (herein called the "Depositor", which
term includes any successor entity under the Agreement), First Union National
Bank (herein called the "Master Servicer", which term includes any successor
entity under the Agreement), Lennar Partners, Inc. (herein called the "Special
___ Servicer", ___ which term includes any successor entity under the
Agreement), and Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class A-1 Certificates
on the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class A-1 Certificates will be made by Wells
Fargo Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. 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 appears in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-1 Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class A-1 Certificates are exchangeable for new Class A-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-1 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-1
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

               This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ___________________




                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum        Class Principal Balance of the Class
                                          A-2 Certificates as of the Closing
                                          Date: $[__]

Date of Pooling and Servicing             Initial Certificate Principal Balance
Agreement: [__]                           of this Class A-2 Certificate as of
                                          the Closing Date: $[__]

Closing Date: [__]                        Aggregate Stated Principal Balance of
                                          the Mortgage Loans as of the Cut-Off
                                          Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union National     Trustee: Wells Fargo Bank Minnesota,
Bank                                      N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS
Q CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AND THE CLASS A-1 CERTIFICATE MAY BE REDUCED BY
CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class A-2 Certificate (obtained by
dividing the principal amount of this Class A-2 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-2 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among First
Union Commercial Mortgage Securities, Inc. (herein called the "Depositor", which
term includes any successor entity under the Agreement), First Union National
Bank (herein called the "Master Servicer", which term includes any successor
entity under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class A-2 Certificates
on the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class A-2 Certificates will be made by Wells
Fargo Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. 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 appears in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-2 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-2 Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class A-2 Certificates are exchangeable for new Class A-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-2 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-2
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Depositor, the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder at a price
determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder to purchase from the Trust Fund all Mortgage Loans and each
REO Property remaining therein. The exercise of such right will effect early
retirement of the Class A-2 Certificates; however, such right to purchase is
subject to the aggregate Stated Principal Balance of the Mortgage Pool at the
time of purchase being less than 1% of the aggregate Stated Principal Balance of
the Mortgage Loans as of the Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.


Dated: ___________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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 IO CERTIFICATE

             CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]                 Aggregate Certificate Notional Amount of
                                        all Class IO Certificates as of the
                                        Closing Date: $[__]

Date of Pooling and Servicing           Certificate Notional Amount of this
Agreement: [__]                         Class IO Certificate as of the Closing
                                        Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance of
                                        the Mortgage Loans as of the Cut-Off
                                        Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union National   Trustee: Wells Fargo Bank Minnesota,
Bank                                    N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING
NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class IO Certificate in that certain
beneficial ownership interest evidenced by all the Class IO Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among First Union Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), First Union National Bank (herein called
the "Master Servicer", which term includes any successor entity under the
Agreement), Lennar Partners, Inc. (herein called the "Special Servicer", which
term includes any successor entity under the Agreement), and Wells Fargo Bank
Minnesota, N.A. (herein called the "Trustee", which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class IO Certificates on
the applicable Distribution Date pursuant to the Agreement. The Pass-Through
Rate applicable to each Component of the Class IO Certificates for each
Distribution Date will equal the excess, if any, of the REMIC I Remittance Rate
for such Distribution Date over the Pass- Through Rate then applicable to the
corresponding Class of Sequential Pay Certificates. All distributions made under
the Agreement on the Class IO Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class IO Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class IO Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class IO
Certificates are exchangeable for new Class IO Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class IO 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 such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class IO Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class IO Certificate without
registration or qualification. Any Class IO Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class IO Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class IO Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class IO
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class IO
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class IO Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ___________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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 B CERTIFICATE

              CLASS B COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        B Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class B Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES AND THE CLASS IO CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES
AND THE CLASS A-2 CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO,
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H,
CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class B Certificate (obtained by dividing
the principal amount of this Class B Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class B Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class B
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class B Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class B Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class B Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class B Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class B
Certificates are exchangeable for new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Class B Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class B
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class B
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class B Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ___________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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-5

                           FORM OF CLASS C CERTIFICATE

              CLASS C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        C Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class C Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__]1
First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES AND THE CLASS B CERTIFICATES OF THE SAME
SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES AND THE CLASS B CERTIFICATES OF THE SAME SERIES ARE
REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS D, CLASS E, CLASS F, CLASS G, CLASS
H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class C Certificate (obtained by dividing
the principal amount of this Class C Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class C Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class C
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class C Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class C Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class C Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class C Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class C
Certificates are exchangeable for new Class C Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class C Certificates 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 Class C Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class C
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class C
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class C Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ___________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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-6

                           FORM OF CLASS D CERTIFICATE

              CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        D Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class D Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES AND THE CLASS
C CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES AND THE CLASS C
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS E, CLASS
F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS
P AND CLASS Q CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class D Certificate (obtained by dividing
the principal amount of this Class D Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class D Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class D
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class D Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class D Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class D Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class D Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class D
Certificates are exchangeable for new Class D Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

               No service charge will be imposed for any registration of
transfer or exchange of Class D Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
D Certificates.

               Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class D
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment
necessary to maintain the status of the Trust Fund (or designated portions
thereof) as consisting of three separate REMICs and a grantor trust, without the
consent of the Holders of any of the Certificates.

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

               The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

               This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class D Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ___________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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 E CERTIFICATE

              CLASS E COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        E Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class E Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES AND THE CLASS D CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES
AND THE CLASS D CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO,
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class E Certificate (obtained by dividing
the principal amount of this Class E Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class E Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class E
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class E Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class E Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class E Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class E Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class E
Certificates are exchangeable for new Class E Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Class E Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class E
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Depositor, the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder at a price
determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder to purchase from the Trust Fund all Mortgage Loans and each
REO Property remaining therein. The exercise of such right will effect early
retirement of the Class E Certificates; however, such right to purchase is
subject to the aggregate Stated Principal Balance of the Mortgage Pool at the
time of purchase being less than 1% of the aggregate Stated Principal Balance of
the Mortgage Loans as of the Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class E Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ___________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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 F CERTIFICATE

              CLASS F COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        F Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class F Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES AND CLASS E CERTIFICATES OF THE SAME
SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES AND CLASS E CERTIFICATES OF THE SAME SERIES ARE REDUCED
TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY
CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class F Certificate (obtained by dividing
the principal amount of this Class F Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class F Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class F
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class F Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class F Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class F Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class F Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class F
Certificates are exchangeable for new Class F Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Class F Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class F
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class F
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>




                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class F Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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 G CERTIFICATE

              CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        G Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class G Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES AND THE CLASS F
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES AND THE CLASS F CERTIFICATES
OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF
THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS H, CLASS J, CLASS K,
CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME
SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class G Certificate (obtained by dividing
the principal amount of this Class G Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class G Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class G
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class G Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class G Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class G Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class G Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class G
Certificates are exchangeable for new Class G Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class G Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class G Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class G Certificate without
registration or qualification. Any Class G Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class G Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class G Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class G
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class G
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>




                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class G Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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 H CERTIFICATE

              CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        H Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class H Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date[__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES AND THE CLASS G CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES AND
THE CLASS G CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS
J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES
OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class H Certificate (obtained by dividing
the principal amount of this Class H Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class H Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class H
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class H Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class H Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class H Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class H Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class H
Certificates are exchangeable for new Class H Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class H Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class H Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class H Certificate without
registration or qualification. Any Class H Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class H Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class H Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class H
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class H
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class H Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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 J CERTIFICATE

              CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        J Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class J Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME
SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME SERIES ARE
REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS K, CLASS L, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class J Certificate (obtained by dividing
the principal amount of this Class J Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class J Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class J
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class J Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class J Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class J Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class J Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class J
Certificates are exchangeable for new Class J Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class J Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class J Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class J Certificate without
registration or qualification. Any Class J Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class J Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class J Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class J
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class J
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class J Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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-12

                           FORM OF CLASS K CERTIFICATE

              CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        K Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class K Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED,
AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES
OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF
THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS L, CLASS M, CLASS N,
CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class K Certificate (obtained by dividing
the principal amount of this Class K Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class K Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class K
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class K Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class K Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class K Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class K Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class K
Certificates are exchangeable for new Class K Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class K Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class K Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class K Certificate without
registration or qualification. Any Class K Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class K Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class K Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class K
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class K
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class K Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                  EXHIBIT A-13

                           FORM OF CLASS L CERTIFICATE

              CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        L Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class L Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__]1

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES AND THE CLASS K CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED,
AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES AND
THE CLASS K CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS
M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES IS
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class L Certificate (obtained by dividing
the principal amount of this Class L Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class L Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class L
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class L Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class L Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class L Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class L Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class L
Certificates are exchangeable for new Class L Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class L Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class L Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class L Certificate without
registration or qualification. Any Class L Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class L Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class L Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class L
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class L
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>




                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class L Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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-14

                           FORM OF CLASS M CERTIFICATE

              CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                 FIRST UNION NATIONAL BANK-CHASE MANHATTAN BANK
                            COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        M Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class M Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K AND THE CLASS L CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED,
AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES AND THE CLASS L CERTIFICATES OF THE SAME SERIES ARE
REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS N, CLASS O, CLASS P AND CLASS Q
CERTIFICATES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class M Certificate (obtained by dividing
the principal amount of this Class M Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class M Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class M
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class M Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class M Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class M Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class M Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class M
Certificates are exchangeable for new Class M Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class M Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class M Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class M Certificate without
registration or qualification. Any Class M Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class M Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class M Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class M
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class M
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class M Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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-15

                           FORM OF CLASS N CERTIFICATE

              CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        N Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class N Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__]1

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES AND THE CLASS M
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED,
AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES AND THE CLASS M CERTIFICATES
OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS O, CLASS P AND CLASS Q
CERTIFICATES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class N Certificate (obtained by dividing
the principal amount of this Class N Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class N Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class N
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class N Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class N Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class N Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class N Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class N
Certificates are exchangeable for new Class N Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class N Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class N Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class N Certificate without
registration or qualification. Any Class N Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class N Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class N Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class N
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class N
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>




                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class N Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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-16

                           FORM OF CLASS O CERTIFICATE

              CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        O Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class O Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__]1

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M
CERTIFICATES AND THE CLASS N CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED,
AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES AND
THE CLASS N CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS P AND CLASS
Q CERTIFICATES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class O Certificate (obtained by dividing
the principal amount of this Class O Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class O Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class O
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class O Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class O Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class O Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class O Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class O
Certificates are exchangeable for new Class O Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class O Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class O Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class O Certificate without
registration or qualification. Any Class O Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class O Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class O Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class O
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class O
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class O Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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-17

                           FORM OF CLASS P CERTIFICATE

              CLASS P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        P Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class P Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M
CERTIFICATES, THE CLASS N CERTIFICATES AND THE CLASS O CERTIFICATES OF THE SAME
SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED,
AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES AND
THE CLASS N CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS Q
CERTIFICATES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class P Certificate (obtained by dividing
the principal amount of this Class P Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class P Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class P
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class P Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class P Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class P Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class P Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class P
Certificates are exchangeable for new Class P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class P Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class P Certificate without
registration or qualification. Any Class P Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class P Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class P Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class P
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class P
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>




                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class P Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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-18

                           FORM OF CLASS Q CERTIFICATE

              CLASS Q COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [__]% per annum      Class Principal Balance of the Class
                                        Q Certificates as of the Closing
                                        Date: $[__]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class Q Certificate
                                        as of the Closing Date: $[__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M
CERTIFICATES, THE CLASS N CERTIFICATES, THE CLASS O CERTIFICATES AND THE CLASS P
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED,
AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES,
THE CLASS N CERTIFICATES, THE CLASS O CERTIFICATES AND THE CLASS P CERTIFICATES
OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class Q Certificate (obtained by dividing
the principal amount of this Class Q Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class Q Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class Q
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class Q Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class Q Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate, but taking into account
possible future distributions of Additional Interest) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class Q Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class Q Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class Q
Certificates are exchangeable for new Class Q Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class Q Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class Q Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class Q Certificate without
registration or qualification. Any Class Q Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class Q Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Q Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class Q
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Q
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class Q Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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-19

                           FORM OF CLASS V CERTIFICATE

              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: [___]                Class Principal Balance of the Class
                                        V Certificates as of the Closing
                                        Date: [___________]

Date of Pooling and Servicing           Initial Certificate Principal
Agreement: [__]                         Balance of this Class V Certificate
                                        as of the Closing Date:
                                        [____________]

Closing Date [__]                       Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1                       CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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 [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE RITE AID SENIOR COMPONENT TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE
SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

IF THE RITE AID SENIOR BALANCE IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class V Certificate (obtained by dividing
the principal amount of this Class V Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class V Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class V
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class V Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class V Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. 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 appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class V Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class V Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class V
Certificates are exchangeable for new Class V Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class V 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 such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class V Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class V Certificate without
registration or qualification. Any Class V Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class V Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class V Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class V
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class V
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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 R-I CERTIFICATE

             CLASS R-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Date of Pooling and Servicing           Percentage Interest evidenced by
Agreement: [__]                         this Class R-I Certificate: [__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS IO, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES
TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED
TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY (EACH, A "PLAN").

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN TWO "REAL ESTATE MORTGAGE INVESTMENT CONDUITS" (EACH, A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. 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 POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

            This certifies that [______________________] is the registered owner
of the Percentage Interest evidenced by this Class R-I Certificate (as specified
above) in that certain beneficial ownership interest evidenced by all the Class
R-I Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made 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, if any, required to be distributed to the Holders of the Class R-I
Certificates on the applicable Distribution Date pursuant to the Agreement. All
distributions made under the Agreement on this Class R-I Certificate will be
made by check mailed to the address of the Person entitled thereto, as such name
and address appear in the Certificate Register. Notwithstanding the foregoing,
the final distribution on this Certificate will be made in like manner, but only
upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.

            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 Class R-I Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-I Certificates are exchangeable for new
Class R-I Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class R-I Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-I Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance thereof or the initial transfer thereof by the
Depositor, the Underwriters or their affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the
effect that such transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class R-I Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class R-I Certificate without
_ registration or qualification. _ Any Class R-I Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class R-I Certificate
agrees to, indemnify the Trustee, the Certificate Registrar and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No transfer of this Class R-I Certificate or any interest therein
shall be made to (A) a Plan or (B) any Person who is directly or indirectly
purchasing the Class R-I Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan (including, without
limitation, any insurance company using assets in its general or separate
account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-I Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

            This Certificate represents an interest in the "residual interest"
in the Loan REMIC and REMIC I, each as defined in the Agreement. 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 Wells
Fargo Bank Minnesota, N.A., as paying agent (the "Paying Agent"), 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 Certificate Registrar under clause
(ii)(B) of such Section 5.02(d) to negotiate the terms of any mandatory sale and
to execute all instruments of Transfer and to do all other things necessary in
connection with any such sale. Each Person holding or acquiring any Ownership
Interest in this Certificate must be a Permitted Transferee and shall promptly
notify the Master Servicer, the Paying Agent and the Certificate Registrar 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 I-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 a Responsible Officer of the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, no
Transfer of an Ownership Interest in this Certificate to such proposed
Transferee shall be effected. The proposed Transferor must also state in the
Transfer Affidavit and Agreement that (A) it has historically paid its debts as
they have come due and intends to continue to pay its debts as they come due in
the future, (B) it understands that it may incur tax liabilities with respect to
this certificate in excess of cash flows generated thereby, (C)it intends to pay
any taxes associated with holding this certificate as they become due, and (D)
it will not transfer this certificate to any person or entity that does not
provide a similar affidavit. Any purported transfer to a disqualified
organization or other person that is not a permitted transferee or otherwise in
violation of these restrictions shall be absolutely null and void and shall vest
no rights in any purported transferee. If this certificate represents a
"non-economic residual interest", as defined in Treasury Regulations Section
1.860E-1(c), transfers of this certificate may be disregarded for federal income
tax purposes. In order to satisfy a regulatory safe harbor under which such
transfers will not be disregarded, the transferor may be required, among other
things, to satisfy itself as to the financial condition of the proposed
transferee and either to transfer at a minimum price or to an eligible
transferee as specified in regulations.

            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 unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit I-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Master Servicer and the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Certificate Registrar and the Master Servicer the following: (a) written
confirmation from each Rating Agency to the effect that the modification of,
addition to or elimination of such provisions will not cause such Rating Agency
to qualify, downgrade or withdraw its then-current ratings of any Class of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, obtained at the expense of
the party seeking such modification of, addition to or elimination of such
provisions (but in no event at the expense of the Trust Fund), to the effect
that such modification of, addition to or elimination of such provisions will
not cause the Trust Fund to (x) cease to qualify as three REMICs or (y) be
subject to an entity-level tax caused by the transfer of this Class R-I
Certificate to a Person which is not a Permitted Transferee, or cause a Person
other than the prospective Transferee to be subject to a REMIC-related tax
caused by the transfer of this Class R-I Certificate to a Person which is not a
Permitted Transferee.

            A "Permitted Transferee" is any Transferee other than a
"Disqualified Organization", a "Plan" or a "Non-United States Person". A
"Disqualified Organization" is any of (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 FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter I of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381 of the Code
and (v) any other Person so designated by the Trustee based upon an Opinion of
Counsel provided to it that the holding of an Ownership Interest in a Class R-I
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class
R-I Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

            A "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, including any entity treated as a
corporation or a partnership for United States federal income tax purposes,
created or organized in, or under the laws of, the United States, any state or
the District of Columbia (unless, in the case of a partnership, Treasury
regulations are enacted that provide otherwise), 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 Class R-I Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class R-I
Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar 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 Paying
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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Closing Date
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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class R-I Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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-21

                         FORM OF CLASS R-II CERTIFICATE

            CLASS R-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Date of Pooling and Servicing           Percentage Interest evidenced by
Agreement: [__]                         this Class R-II Certificate: [__]

Closing Date: [__]                      Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__]1

First Distribution Date: [__]

Master Servicer: First Union
National Bank

Special Servicer: Lennar Partners,      Trustee: Wells Fargo Bank Minnesota,
Inc.                                    N.A.

Certificate No. 1

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS IO, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES
TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED
TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY (EACH, A "PLAN").

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. 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 POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

            This certifies that [__________________________] is the registered
owner of the Percentage Interest evidenced by this Class R-II Certificate (as
specified above) in that certain beneficial ownership interest evidenced by all
the Class R-II Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among First
Union Commercial Mortgage Securities, Inc. (herein called the "Depositor", which
term includes any successor entity under the Agreement), First Union National
Bank (herein called the "Master Servicer", which term includes any successor
entity under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made 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, if any, required to be distributed to the Holders of the Class R-II
Certificates on the applicable Distribution Date pursuant to the Agreement. All
distributions made under the Agreement on this Class R-II Certificate will be
made by check mailed to the address of the Person entitled thereto, as such name
and address appear in the Certificate Register. Notwithstanding the foregoing,
the final distribution on this Certificate will be made in like manner, but only
upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.

            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 Class R-II Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-II Certificates are exchangeable for new
Class R-II Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class R-II Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-II Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance thereof or the initial transfer thereof by the
Depositor, the Underwriters or their affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the
effect that such transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class R-II Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class R-II
Certificate without registration or qualification. Any Class R-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-II Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

            No transfer of this Class R-II Certificate or any interest therein
shall be made to (A) a Plan or (B) any Person who is directly or indirectly
purchasing the Class R-II Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan (including, without
limitation, any insurance company using assets in its general or separate
account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-II Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

            This Certificate represents an interest in the "residual interest"
in REMIC II, as defined in the Agreement. 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 Wells Fargo Bank Minnesota,
N.A., as paying agent (the "Paying Agent"), 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 Certificate Registrar under clause (ii)(B) of such
Section 5.02(d) to negotiate the terms of any mandatory sale and to execute all
instruments of Transfer and to do all other things necessary in connection with
any such sale. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Master
Servicer, the Paying Agent and the Certificate Registrar 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 I-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 a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in this Certificate to such proposed Transferee shall be effected. The proposed
Transferor must also state in the Transfer Affidavit and Agreement that (A) it
has historically paid its debts as they have come due and intends to continue to
pay its debts as they come due in the future, (B) it understands that it may
incur tax liabilities with respect to this certificate in excess of cash flows
generated thereby, (C)it intends to pay any taxes associated with holding this
certificate as they become due, and (D) it will not transfer this certificate to
any person or entity that does not provide a similar affidavit. Any purported
transfer to a disqualified organization or other person that is not a permitted
transferee or otherwise in violation of these restrictions shall be absolutely
null and void and shall vest no rights in any purported transferee. If this
certificate represents a "non-economic residual interest", as defined in
Treasury Regulations Section 1.860E-1(c), transfers of this certificate may be
disregarded for federal income tax purposes. In order to satisfy a regulatory
safe harbor under which such transfers will not be disregarded, the transferor
may be required, among other things, to satisfy itself as to the financial
condition of the proposed transferee and either to transfer at a minimum price
or to an eligible transferee as specified in regulations.

            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 unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit I-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Master Servicer and the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Certificate Registrar and the Master Servicer the following: (a) written
confirmation from each Rating Agency to the effect that the modification of,
addition to or elimination of such provisions will not cause such Rating Agency
to qualify, downgrade or withdraw its then-current ratings of any Class of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, obtained at the expense of
the party seeking such modification of, addition to or elimination of such
provisions (but in no event at the expense of the Trust Fund), to the effect
that such modification of, addition to or elimination of such provisions will
not cause the Trust Fund to (x) cease to qualify as three REMICs or (y) be
subject to an entity-level tax caused by the Transfer of any Class R-II
Certificate to a Person which is not a Permitted Transferee, or cause a Person
other than the prospective Transferee to be subject to a REMIC-related tax
caused by the transfer of this Class R-II Certificate to a Person which is not a
Permitted Transferee.

            A "Permitted Transferee" is any Transferee other than a
"Disqualified Organization", a "Plan" or a "Non-United States Person". A
"Disqualified Organization" is any of (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 FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter I of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381 of the Code
and (v) any other Person so designated by the Trustee based upon an Opinion of
Counsel provided to it that the holding of an Ownership Interest in a Class R-II
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class
R-II Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

            A "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, including any entity treated as a
corporation or a partnership for United States federal income tax purposes,
created or organized in, or under the laws of, the United States, any state or
the District of Columbia (unless, in the case of a partnership, Treasury
regulations are enacted that provide otherwise), an estate whose income from 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 Class R-II Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
R-II Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar 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 Paying
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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Closing Date
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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class R-II Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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-22

                          FORM OF CLASS Z-I CERTIFICATE

             CLASS Z-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Date of Pooling and Servicing           Percentage Interest evidenced by
Agreement: [__]                         this Class Z-I Certificate: [__]

Closing Date [__]                       Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE
SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.

            This certifies that [__________________________] is the registered
owner of the Percentage Interest evidenced by this Class Z-I Certificate (as
specified above) in that certain beneficial ownership interest evidenced by all
the Class Z-I Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among First
Union Commercial Mortgage Securities, Inc. (herein called the "Depositor", which
term includes any successor entity under the Agreement), First Union National
Bank (herein called the "Master Servicer", which term includes any successor
entity under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class Z-I Certificates
on the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class Z-I Certificates will be made by Wells
Fargo Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries of Additional Interest payable on First Union
Mortgage Loans, all as more specifically set forth herein and in the Agreement.

            The Class Z-I Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class Z-I Certificates are exchangeable for new
Class Z-I Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

            Any distribution to the Holder of this Certificate 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.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class Z-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Z-I Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class Z-I Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class Z-I Certificate without
registration or qualification. Any Class Z-I Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class Z-I Certificate
agrees to, indemnify the Trustee, the Certificate Registrar and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Z-I Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class Z-I
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Z-I
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class Z-I Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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-23

                         FORM OF CLASS Z-II CERTIFICATE

            CLASS Z-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST


Date of Pooling and Servicing           Percentage Interest evidenced by
Agreement: [__]                         this Class Z-II Certificate: [__]

Closing Date [__]                       Aggregate Stated Principal Balance
                                        of the Mortgage Loans as of the
                                        Cut-Off Date: $[__] [1]

First Distribution Date: [__]

Master Servicer: First Union            Trustee: Wells Fargo Bank Minnesota,
National Bank                           N.A.

Special Servicer: Lennar Partners,
Inc.

Certificate No. 1

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.


----------

1 Includes 1,175,112, which is the balance of the Rite Aid Subordinate
Component, represented solely by the Class V Certificate and not by this
Certificate.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE
SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.

            This certifies that [__________________________] is the registered
owner of the Percentage Interest evidenced by this Class Z-II Certificate (as
specified above) in that certain beneficial ownership interest evidenced by all
the Class Z-II Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among First
Union Commercial Mortgage Securities, Inc. (herein called the "Depositor", which
term includes any successor entity under the Agreement), First Union National
Bank (herein called the "Master Servicer", which term includes any successor
entity under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. 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 12th day of each month or, if such 12th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), provided,
however, that the Distribution Date will be no earlier than the fourth Business
Day following the Determination Date (as defined below) in the month in which
such Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 8th day of each month or, if such 8th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class Z-II Certificates
on the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class Z-II Certificates will be made by Wells
Fargo Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries of Additional Interest payable on Merrill Lynch
Mortgage Loans, all as more specifically set forth herein and in the Agreement.

            The Class Z-II Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class Z-II Certificates are exchangeable for new
Class Z-II Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

            Any distribution to the Holder of this Certificate 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.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class Z-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Z-II Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class Z-II Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class Z-II
Certificate without registration or qualification. Any Class Z-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class Z-II Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Z-II Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
Z-II Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Z-II
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date 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 and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of three separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

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

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar

                                        By: ____________________________________
                                            Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class Z-II Certificates referred to in the
within-mentioned Agreement.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                            Authenticating Agent

                                        By: ____________________________________
                                            Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: ______________________



                                        ________________________________________
                                          Signature by or on behalf of Assignor



                                        ________________________________________
                                                  Signature Guaranteed



<PAGE>



                            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 B

                             MORTGAGE LOAN SCHEDULE
<PAGE>

<TABLE>
<CAPTION>
MORTGAGE
  LOAN
 NUMBER    PROPERTY NAME                              STREET ADDRESS                                     CITY
 ------    -------------                              --------------                                     ----
<S>        <C>                                        <C>                                               <C>
    1      1330 Connecticut Ave., N.W.                1330 Connecticut Ave., N.W.                        Washington
    2      Innkeepers Portfolio                       Various                                            Various
   2.1     Marriott Residence Inn Dallas-Addison      14975 Quorum Dr.                                   Dallas
   2.2     Marriott Residence Inn -Arlington          1050 Brook Hollow Plaza Dr.                        Arlington
   2.3     Marriott Residence Inn Atlanta - Downtown  134 Peachtree St. NW                               Atlanta
   2.4     Marriott Residence Inn Orlando-Altamonte   270 Douglas Ave.                                   Altamonte Springs
   2.5     Marriott Residence Inn - San Mateo         2000 Windward Way                                  San Mateo
   2.6     Marriott Residence Inn - Shelton           1001 Bridgeport Ave.                               Shelton
    3      One Franklin                               200 North 16th Street                              Philadelphia
    4      Villa La Jolla Apartments                  8540 Via Mallorca Drive                            La Jolla
    5      Gardiner Manor Mall                        Sunrise Highway & Manor Lane                       Islip
    6      Campus Lodge Apartments                    2677 Old Bainbridge Road                           Tallahassee
    7      Wynnton Multi Portfolio                    Various                                            Various
   7.1     Granada Apartments                         7015 North 56th Street                             Tampa
   7.2     Grandview Apartments                       7049 Ulmerton Road                                 Largo
   7.3     Palmview Apartments                        2680 54th Avenue South                             St. Petersburg
   7.4     Plantation Apartments                      10605 North 56th Street                            Temple Terrace
    8      Stadium Crossing                           Katella and State College Blvd                     Anaheim
    9      Alexandria RE Portfolio                    Various                                            Gaithersburg
   9.1     Watkins                                    25, 35 & 45 West Watkins Mill Road                 Gaithersburg
   9.2     Quince                                     708 Quince Orchard Road                            Gaithersburg
    10     Qwest Communications Building              1100 North Market Boulevard                        Sacramento
    11     La Villa Estates Apartments                10175 Spring Mountain Road                         Las Vegas
    12     8 West 40th Street                         8 West 40th Street                                  New York
    13     Windward City Shopping Center              45-480 Kaneohe Bay Drive                           Kaneohe
    14     Monaco Park Apartments                     8350 West Desert Inn Road                          Las Vegas
    15     U-Haul                                     Various                                            Various
  15.01    I-30                                       9302 Interstate 30                                 Little Rock
  15.02    Ivar Avenue                                3527 Ivar Avenue                                   Rosemead
  15.03    East Alosta                                1301 East Alosta Avenue                            Glendora
  15.04    Black Rock                                 3029 Fairfield Avenue                              Bridgeport
  15.05    Merrill St.                                6 Merrill Street                                   Salisbury
  15.06    Blackwood Clementon                        611 Blackwood-Clementon Road                       Lindenwold
  15.07    Business Ave.                              5600 Business Avenue                               Clay
  15.08    West Hwy 287 ByPass                        1103 West Hwy 287 Bypass                           Waxahachie
  15.09    Tarrant Rd.                                2455 Tarrant Road                                  Grand Prairie
   15.1    South Hulen                                7225 South Hulen Street                            Ft. Worth
    16     Spectrum Pointe                            9-19 Spectrum Pointe Drive and 20 & 80 Empire      Lake Forest
    17     Center Point Shopping Center               1218-1226 East Dixie Drive                         Asheboro
    18     U-Haul II                                  Various                                            Various
  18.01    Rio Salado                                 500 North Scottsdale Road                          Tempe
  18.02    Sycamore Avenue                            36 North Sycamore Avenue                           Pasadena
  18.03    White Lane                                 6201 White Lane                                    Bakersfield
  18.04    Newfield Street                            1200 Newfield Street                               Middletown
  18.05    Southside                                  2101 South Kings Highway Boulevard                 St. Louis
  18.06    Connecticut Drive                          94 Connecticut Drive                               Burlington
  18.07    Ridgeway Avenue                            2055 Ridgeway Avenue                               Greece
  18.08    Rufe Snow                                  6404 Browning Drive                                N. Richland Hills
  18.09    Alma Drive                                 3401 Alma Drive                                    Plano
   18.1    Westchase                                  7743 Eckhert Road                                  San Antonio
    19     Peppertree Apartments                      7911 Arlington Ave                                 Riverside
    20     Brighton Arms Apartments                   301, 311, 401 W. Sylvania Avenue                   Neptune City
    21     Eagle Crest Apartments                     4013 West Northgate Drive                          Irving
    22     156 William Street                         156 William Street                                 New York
    23     Polo Club Apartments                       916 Beaver Grade Road                              Moon Township
    24     Remington Hills Apartments                 1201 North Meadow Creek Drive                      Irving
    25     Market at Opitz                            US Route 1 and Opitz Blvd.                         Woodbridge
    26     Sterling University Glen                   500 Park Ridge Road                                Bloomington
    27     Eight Neshaminy Interplex                  Old Lincoln Highway & Northgate Road               Bensalem Township
    28     Westwood Village Square                    1101-1151 Westwood Boulevard                       Los Angeles
    29     Hilton Head Village                        1460 US Hwy 278                                    Bluffton
    30     Deep River Shopping Center                 985-1021 High Point Street                         Randleman
    31     Harmony Foods Building                     2200 Delaware Avenue                               Santa Cruz
    32     Timberglen Apartments                      3773 Timberglen Road                               Dallas
    33     Gainsborough Square                        North Battlefield Boulevard                        Chesapeake
    34     Valley Run Apartments                      2601 Carpenter Road                                Wilmington
    35     LW-Airport Mall                            111 Union Street                                   Bangor
    36     Tree Haven Apartments                      Ravine & 33 Aberdeen Road                          Matawan
    37     610 Weddell                                610-630 E. Weddell Drive                           Sunnyvale
    38     Roberts Business Park                      2842-2912 Colorado Ave.                            Santa Monica
    39     Chanin Building                            122 East 42nd Street                               New York
    40     Johnston- Willis MOB's                     1403-1475 Johnston-Willis Drive                    Richmond
    41     Wilshire La Jolla                          6399 Wilshire Blvd                                 Los Angeles
    42     10 United Nations Plaza                    1130 Market Street                                 San Francisco
    43     Kelsey Seibold West                        1111 Augusta Drive                                 Houston
    44     Sterling University Greens                 2900 Oak Tree Avenue                               Norman
    45     Residence Inn - Sabal Park                 9719 Princess Palm Avenue                          Sabal Park
    46     Birmingham MOB #2                          1201 11th Avenue South                             Birmingham
    47     Cutter's Point Apartments                  1111 Abrams Road                                   Richardson
    48     The Arbors on Forest Ridge Apartments      2200 Forest Ridge Drive                            Bedford
    49     Regency Pointe Shopping Center             9430 Arlington Expressway                          Jacksonville
    50     Hilltop Plaza                              3799 Route 46 East                                 Parsippany
    51     Granville Plaza Shopping Center            11819 Wilshire Blvd                                Los Angeles
    52     Vista Ridge Office Building                912 Capitol of Texas Highway                       Austin
    53     Bayshore Palms                             2035 Phillipe Parkway                              Safety Harbor
    54     1425 Lover's Lane                          1425 Lover's Lane                                  Augusta
    55     Toscana Apartments                         17910 Kelly Boulevard                              Dallas
    56     Saddle Oak Apartments                      1014 Lois Place                                    Joliet
    57     North Royal Plaza                          1029 N Royal Street                                Alexandria
    58     TownePlace Suites - Tallahassee            1876 Capital Circle                                Tallahassee
    59     Nucleus Business Plaza                     900 West Owens Avenue                              Las Vegas
    60     GG-Green Valley Apartments                 150 Ridge Pke                                      Lafayette Hills
    61     Sherwin Williams Pavilion                  1323-1393 Mt. Zion Road                            Morrow
    62     Skyline Terrace Apartments                 1330 Skyline Drive                                 Monterey
    63     Pacific Rim Shopping Center                10795 Blaney Avenue                                Cupertino
    64     Pacific Pointe Corporate Center            903 Calle Amanecer                                 San Clemente
    65     Sierra Ridge Apartments                    1401 Patricia Drive                                San Antonio
    66     The Colonnade Shopping Center              9031 Research Blvd.                                Austin
    67     800 & 801 West 34th Street                 800 & 801 West 34th Street                         Austin
    68     Chippenham Medical - Hioaks & Janke        500 Hioaks & 7103-7153 Jahnke Road                 Richmond
    69     8151 Blanding Blvd.                        8151 Blanding Blvd.                                Jacksonville
    70     800 Waterfront                             800 Waterfront Drive                               Pittsburgh
    71     Copper Beech Townhomes                     Oakwood Ave.                                       Patton Township
    72     3615 Lamar Avenue                          3615 Lamar Avenue                                  Memphis
    73     Rite Aid Galt                              1063 C Street                                      Galt
    74     Pecan Place Apartment                      2001 Jenkins Street                                Pasadena
    75     Villa Marquis                              2730 Fyke Road                                     Farmers Branch
    76     Andrew's Mark Townhomes                    701 E. Arkansas Lane                               Arlington
    77     Birmingham MOB #1                          1222 14th Avenue South                             Birmingham
    78     Bellaire Plaza                             5420 Dashwood                                      Houston
    79     Gardens Square Retail                      11701 US Highway 1                                 Palm Beach Gardens
    80     Kendall Building                           1522 South Broadway                                Green Bay
    81     Healdsburg Plaza II                        375 Healdsburg Avenue                              Healdsburg
    82     Rite Aid Palm Desert                       41800 Washington Street                            Palm Desert
    83     Kershaw Commons                            88-108 Cleveland Avenue & 82-96 Kershaw Street     Newark
    84     Kmart Center - Sterling                    2901 Lincoln Way                                   Sterling
    85     Russell Woods Apartments                   2255 Webb                                          Detroit
    86     1930 West Main Street                      1930 West Main Street                              Stamford
    87     ZION- Buccaneer Court Apts                 1604 Cherokee Road                                 Johnson Ciy
    88     Riverside Apartments                       939 S. Riverside Road                              Clarksville
    89     American Sports Medicine Institute         1313 13th Street South                             Birmingham
    90     Brookside Apartments                       5,7,10 and 12 Totman Road                          Woburn
    91     Potter Building - San Francisco            576 Sacramento Street                              San Francisco
    92     ZION- Homestead Properties                 1500 & 1616 Seminole Dr & 806-818 Morningside Dr.  Johnson Ciy
    93     Rite Aid -Portage Oakland                  1950 W. Centre St.                                 Portage
    94     Robert Reid Warehouse                      6817/6829 Avenue K                                 Plano
    95     Scottsdale Village Center                  3107 Eubank Blvd NE                                Albuquerque
    96     Rite Aid Roanoke Jamison                   1301 Jamison Avenue                                Roanoke
    97     Rite Aid-Warren                            NE Corner of 8 Mile & Van Dyke Roads               Warren
    98     17514 Ventura Blvd.                        17514 Ventura Blvd.                                Encino
    99     Southwest General Medical Building         7390 Barlite Road                                  San Antonio
   100     Sunshine Village Apartments                1800 - 1880 Sunshine Boulevard                     Naples
   101     901 North Broadway                         901 North Broadway                                 White Plains
   102     Stuart Gardens                             1600 S. Kanner Highway                             Stuart
   103     Greenhill Estates MHP                      800 North Walnut                                   Roanoke
   104     Meridian Retail Center                     1518 - 1560 East First Street                      Meridian
   105     Harbin Avenue Apartments                   217-221 Harbin Avenue                              Carson City
   106     Long Beach Retail                          4545 E. Pacific Coast Highway                      Long Beach
   107     Cameron Street Apartments                  47-51 Cameron Street                               Brookline


<CAPTION>
                                                                                              ORIGINAL        REMAINING
MORTGAGE                                                                                      TERM TO          TERM TO
  LOAN                                   CUT-OFF DATE        MONTHLY P&I       MORTGAGE     MATURITY OR      MATURITY OR
 NUMBER        STATE      ZIP CODE          BALANCE            PAYMENT           RATE        ARD (MOS.)       ARD (MOS.)
 ------        -----      --------          -------            -------           ----        ----------       ----------
<S>           <C>         <C>            <C>                  <C>               <C>             <C>              <C>
    1           DC          20036        54,520,756.83        407,599.81        7.5800%         120              116
    2         Various      Various       50,000,000.00        377,664.38        7.7500%         120              115
   2.1          TX          75240
   2.2          TX          76006
   2.3          GA          30303
   2.4          FL          32714
   2.5          CA          94404
   2.6          CT          06484
    3           PA          19102        44,000,000.00        305,224.69        6.7940%         121              116
    4           CA          92037        34,092,026.15        251,663.10        8.0300%         120              115
    5           NY          11751        32,750,000.00        235,077.80        7.7700%         120              120
    6           FL          32303        30,901,440.30        210,634.24        7.2100%         120              116
    7         Various      Various       28,549,985.14        211,149.30        8.0500%         84                79
   7.1          FL          33617
   7.2          FL          33771
   7.3          FL          33712
   7.4          FL          33617
    8           CA          92806        26,402,569.17        207,883.25        8.7000%         120              109
    9           MD         Various       24,600,856.10        186,953.83        8.3300%         120              113
   9.1          MD          20877
   9.2          MD          20878
    10          CA          95834        23,750,000.00        See Annex A-6     7.8000%         117              113
    11          NV          89117        22,500,000.00        155,325.24        7.3700%         120              115
    12          NY          10018        22,468,627.69        152,118.57        7.1600%         120              118
    13          HI          96744        20,892,754.94        162,081.41        8.0000%         120              115
    14          NV          89117        20,458,301.13        137,628.35        7.0900%         120              117
    15        Various      Various       18,443,578.47        141,440.74        7.8750%         120              116
  15.01         AR          72209
  15.02         CA          91770
  15.03         CA          91740
  15.04         CT          06605
  15.05         MA          01952
  15.06         NJ          08021
  15.07         NY          13039
  15.08         TX          75165
  15.09         TX          75050
   15.1         TX          76133
    16          CA          92630        17,878,220.92        127,619.87        7.7000%         120              118
    17          NC          27203        17,226,054.24        116,834.17        7.1780%         120              118
    18        Various      Various       17,038,704.31        130,666.99        7.8750%         120              116
  18.01         AZ          85281
  18.02         CA          91107
  18.03         CA          93309
  18.04         CT          06457
  18.05         MO          63110
  18.06         NJ          08016
  18.07         NY          14616
  18.08         TX          76180
  18.09         TX          75023
   18.1         TX          78240
    19          CA          92503        16,149,597.72        111,282.76        7.3200%         120              116
    20          NJ          07753        16,122,324.59        117,094.71        7.2500%         120              116
    21          TX          75062        15,000,000.00                          7.3500%         120              115
    22          NY          10038        14,814,651.37        118,497.68        8.8700%         120              108
    23          PA          15108        14,455,417.72        100,197.31        7.3800%         120              116
    24          TX          75062        14,250,000.00                          7.3500%         120              115
    25          VA          22191        12,775,379.26         87,753.08        7.3000%         120              117
    26          IN          47407        12,400,000.00         86,193.71        7.4400%         120              119
    27          PA          19053        12,356,343.86         92,199.90        8.1400%         120              114
    28          CA          90024        11,993,402.55         83,167.45        7.4100%         102              101
    29          SC          29910        11,883,932.76         81,502.09        7.2900%         120              118
    30          NC          27317        10,110,937.96         68,562.88        7.1760%         120              118
    31          CA          95060         9,748,217.59         76,202.88        8.6500%         120              115
    32          TX          75287         9,500,000.00                          7.3500%         120              115
    33          VA          23320         9,466,276.76         66,425.38        7.5000%         120              115
    34          DE          19810         9,454,449.61         68,666.65        7.2500%         120              116
    35          ME          04401         9,427,285.92         64,717.90        7.3000%         120              118
    36          NJ          07747         9,255,408.55         67,221.04        7.2500%         120              116
    37          CA          94089         8,944,383.49         69,777.08        8.5900%         120              108
    38          CA          90404         8,064,340.25         59,096.48        7.9400%         120              113
    39          NY          10022         7,989,086.73         54,905.78        7.8800%         120              114
    40          VA          23235         7,458,695.04         87,934.13        7.2200%         120              119
    41          CA          90069         7,469,678.01         56,608.84        8.3000%         120              113
    42          CA          94102         7,463,914.73         55,032.34        8.0000%         120              112
    43          TX          77057         7,259,796.50         85,589.22        7.2200%         120              119
    44          OK          73702         7,241,000.00         50,332.96        7.4400%         120              119
    45          FL          33619         6,558,971.57         54,037.46        8.7000%         120              113
    46          AL          35203         6,464,202.36         76,209.58        7.2200%         120              119
    47          TX          75081         6,250,000.00                          7.3500%         120              115
    48          TX          76021         6,250,000.00                          7.3500%         120              115
    49          FL          32225         5,992,079.10         41,460.96        7.3800%         120              118
    50          NJ          07054         5,864,892.37         45,205.54        8.4800%         120              112
    51          CA          90025         5,676,014.28         43,949.32        8.5300%         120              112
    52          TX          78746         5,381,854.44         38,686.26        7.7500%         120              115
    53          FL          34695         5,344,747.54         38,473.80        7.7700%         120              116
    54          GA          30901         5,315,958.24         38,148.95        7.7500%         120              117
    55          TX          75287         5,250,000.00                          7.3500%         120              115
    56          IL          60435         5,234,236.72         36,708.76        7.5000%         120              116
    57          VA          22314         5,190,371.26         36,145.75        7.4400%         120              117
    58          FL          32308         5,180,593.80         42,681.40        8.7000%         120              113
    59          NV          89106         5,002,153.04         37,185.53        8.1000%         120              114
    60          PA          19444         4,980,816.51         33,736.56        7.1400%         120              115
    61          GA          30260         4,954,604.29         35,358.46        7.6800%         120              116
    62          CA          93940         4,932,902.32         35,035.79        7.6250%         120              115
    63          CA          95014         4,885,860.58         34,935.05        7.7000%         120              116
    64          CA          92673         4,864,074.63         34,721.16        7.7000%         120              118
    65          TX          78213         4,750,000.00                          7.3500%         120              115
    66          TX          78759         4,685,061.33         34,486.93        8.0000%         120              115
    67          TX          78705         4,484,878.70         32,238.55        7.7500%         120              115
    68          VA          23225         4,176,869.22         49,243.11        7.2200%         120              119
    69          FL          32299         4,110,951.53         30,795.34        8.1700%         120              112
    70          PA          15222         4,061,755.12         29,617.32        7.9000%         120              115
    71          PA          16803         3,986,107.73         28,242.99        7.6000%         120              115
    72          TN          38118         3,680,416.93         27,407.16        8.1400%         120              117
    73          CA          95632         3,308,967.89         33,926.58        6.9420%         144              144
    74          TX          77506         3,286,626.28         24,884.66        8.2900%         60                53
    75          TX          75234         3,240,241.78         22,724.47        7.5000%         120              116
    76          TX          76010         3,198,657.20         23,883.24        8.1800%         120              113
    77          AL          35203         2,983,478.02         35,173.65        7.2200%         120              119
    78          TX          77007         2,983,478.02         35,173.65        7.2200%         120              119
    79          FL          33408         2,926,412.01         20,783.84        7.6300%         120              116
    80          WI          54304         2,907,066.95         22,055.60        7.7500%         120              116
    81          CA          95448         2,842,254.83         20,912.29        8.0000%         120              116
    82          CA          92260         2,637,271.59         26,880.00        6.8280%         144              144
    83          DE          19711         2,358,072.98         16,739.32        7.6250%         120              116
    84          IL          61081         2,352,857.69         16,436.87        7.4600%         120              116
    85          MI          48206         2,295,971.09         16,303.00        7.6400%         120              117
    86          CT          06902         2,243,761.59         16,353.12        7.9000%         120              116
    87          TN          37604         2,153,134.58         15,849.31        8.0000%         120              115
    88          TN          37040         2,142,972.90         15,588.99        7.8750%         120              115
    89          AL          35205         2,088,434.61         24,621.56        7.2200%         120              119
    90          MA          01801         2,000,000.00         14,155.88        7.6250%         120              115
    91          CA          94111         1,997,597.99         14,328.24        7.7500%         120              118
    92          TN          37604         1,968,722.57         14,491.85        8.0000%         120              115
    93          MI          49024         1,706,072.12         17,535.83        6.9900%         144              144
    94          TX          75074         1,694,596.63         12,474.00        8.0000%         120              115
    95          NM          87111         1,693,841.66         13,373.91        8.7500%         120              113
    96          VA          24013         1,588,520.49         16,184.02        6.8200%         144              144
    97          MI          48092         1,478,788.32         15,011.22        6.7500%         144              144
    98          CA          91316         1,466,704.77         11,294.79        8.4700%         120              112
    99          TX          78224         1,392,289.74         16,414.37        7.2200%         120              119
   100          FL          34116         1,276,433.23          9,280.89        7.8750%         120              116
   101          NY          10603         1,257,832.28          9,488.50        8.2500%         120              113
   102          FL          34994         1,202,018.19          9,187.76        8.4000%         120              114
   103          TX          76262           897,446.84          6,920.22        8.5000%         60                55
   104          ID          83642           882,594.91          6,493.82        8.0000%         120              116
   105          NV          89702           867,076.53          6,232.79        7.7500%         120              115
   106          CA          90804           663,366.40          5,113.27        8.5000%         120              116
   107          MA          02146           516,705.35          3,951.81        8.4150%         120              116


<CAPTION>
                             MATURITY
             STATED            DATE
MORTGAGE    MATURITY          OR ARD       ORIGINAL        REMAINING      GROUND      MASTER      ARD     ANTICIPATED
  LOAN      DATE (OR         BALLOON     AMORTIZATION     AMORTIZATION     LEASE    SERVICING    LOAN      REPAYMENT
 NUMBER     ARD DATE)      BALANCE ($)       TERM             TERM         (Y/N)     FEE RATE    (Y/N)        DATE
 ------     ---------      -----------       ----             ----         -----     --------    -----        ----
<S>         <C>           <C>                <C>              <C>          <C>       <C>         <C>       <C>
    1       1-Feb-11      44,563,670.12       300              296           N        0.0250%      N           NA
    2       1-Jan-11      45,402,308.38       300              300           N        0.0250%      N           NA
   2.1                                                                       N        0.0250%
   2.2                                                                       N        0.0250%
   2.3                                                                       N        0.0250%
   2.4                                                                       N        0.0250%
   2.5                                                                       N        0.0250%
   2.6                                                                       N        0.0250%
    3       31-Jan-11     38,274,134.50       300              300           Y        0.0250%      Y        31-Jan-11
    4       1-Jan-11      30,593,990.26       360              355           N        0.0250%      N           NA
    5       1-Jun-11      29,125,395.93       360              360           Y        0.0250%      Y        1-Jun-11
    6       1-Feb-11      27,170,353.43       360              356           N        0.0250%      Y        1-Feb-11
    7       1-Jan-08      26,799,551.80       360              355           N        0.0250%      N           NA
   7.1                                                                       N        0.0250%
   7.2                                                                       N        0.0250%
   7.3                                                                       N        0.0250%
   7.4                                                                       N        0.0250%
    8       1-Jul-10      24,126,118.67       360              349           N        0.0250%      Y        1-Jul-10
    9       1-Nov-10      22,251,770.42       360              353           N        0.0250%      Y        1-Nov-10
   9.1                                                                       N        0.0250%
   9.2                                                                       N        0.0250%
    10      10-Nov-10                         117              117           N        0.0250%      N           NA
    11      1-Jan-11      21,400,777.79       360              360           N        0.0250%      N           NA
    12      1-Apr-11      19,704,844.06       360              358           N        0.0250%      Y        1-Apr-11
    13      1-Jan-11      17,300,794.79       300              295           Y        0.0250%      N           NA
    14      1-Mar-11      17,923,114.00       360              357           N        0.0250%      N           NA
    15      1-Feb-11      15,202,800.76       300              296           N        0.0250%      Y        1-Feb-11
  15.01                                                                      N        0.0250%
  15.02                                                                      N        0.0250%
  15.03                                                                      N        0.0250%
  15.04                                                                      N        0.0250%
  15.05                                                                      N        0.0250%
  15.06                                                                      N        0.0250%
  15.07                                                                      N        0.0250%
  15.08                                                                      N        0.0250%
  15.09                                                                      N        0.0250%
   15.1                                                                      N        0.0250%
    16      1-Apr-11      15,892,236.38       360              358           N        0.0250%      N           NA
    17      1-Apr-11      15,114,130.56       360              358           N        0.0250%      N           NA
    18      1-Feb-11      14,044,781.93       300              296           N        0.0250%      Y        1-Feb-11
  18.01                                                                      N        0.0250%
  18.02                                                                      N        0.0250%
  18.03                                                                      N        0.0250%
  18.04                                                                      N        0.0250%
  18.05                                                                      N        0.0250%
  18.06                                                                      N        0.0250%
  18.07                                                                      N        0.0250%
  18.08                                                                      N        0.0250%
  18.09                                                                      N        0.0250%
   18.1                                                                      N        0.0250%
    19      1-Feb-11      14,238,800.72       360              356           N        0.0250%      N           NA
    20      1-Feb-11      13,051,208.83       300              296           N        0.0250%      N           NA
    21      1-Jan-11      15,000,000.00       NA               NA            N        0.0250%      N           NA
    22      1-Jun-10      13,590,477.51       360              348           N        0.0250%      N           NA
    23      1-Feb-11      12,764,047.86       360              356           N        0.0250%      N           NA
    24      1-Jan-11      14,250,000.00       NA               NA            N        0.0250%      N           NA
    25      1-Mar-11      11,252,309.05       360              357           N        0.0250%      N           NA
    26      1-May-11      11,327,280.05       360              360           N        0.0250%      N           NA
    27      1-Dec-10      11,123,509.52       360              354           N        0.0250%      N           NA
    28      1-Nov-09      10,868,959.56       360              359           N        0.0250%      N           NA
    29      1-Apr-11      10,456,802.36       360              358           N        0.0250%      N           NA
    30      1-Apr-11       8,870,876.27       360              358           N        0.0250%      N           NA
    31      1-Jan-11       8,869,424.57       360              355           N        0.0250%      N           NA
    32      1-Jan-11       9,500,000.00       NA               NA            N        0.0250%      N           NA
    33      1-Jan-11       8,389,357.38       360              355           N        0.0250%      N           NA
    34      1-Feb-11       7,653,486.82       300              296           N        0.0250%      N           NA
    35      1-Apr-11       8,297,275.54       360              358           N        0.0250%      N           NA
    36      1-Feb-11       7,492,360.13       300              296           N        0.0250%      N           NA
    37      1-Jun-10       8,158,423.16       360              348           N        0.0250%      N           NA
    38      1-Nov-10       7,230,786.79       360              353           N        0.0250%      N           NA
    39      1-Dec-10       7,704,251.14       480              474           N        0.0250%      N           NA
    40      1-May-11                          120              119           N        0.0250%      N           NA
    41      1-Nov-10       6,751,954.88       360              353           N        0.0250%      Y        1-Nov-10
    42      1-Oct-10       6,706,032.97       360              352           N        0.0250%      N           NA
    43      1-May-11                          120              119           N        0.0250%      N           NA
    44      1-May-11       6,614,582.93       360              360           N        0.0250%      N           NA
    45      1-Nov-10       5,544,999.78       300              293           Y        0.0250%      N           NA
    46      1-May-11                          120              119           N        0.0250%      N           NA
    47      1-Jan-11       6,250,000.00       NA               NA            N        0.0250%      N           NA
    48      1-Jan-11       6,250,000.00       NA               NA            N        0.0250%      N           NA
    49      1-Apr-11       5,284,492.25       360              358           N        0.0250%      N           NA
    50      1-Oct-10       5,325,483.83       360              352           N        0.0250%      N           NA
    51      1-Oct-10       5,159,512.72       360              352           N        0.0250%      N           NA
    52      1-Jan-11       4,798,242.20       360              355           N        0.0250%      N           NA
    53      1-Feb-11       4,764,156.79       360              356           N        0.0250%      N           NA
    54      1-Mar-11       4,734,361.75       360              357           N        0.0250%      N           NA
    55      1-Jan-11       5,250,000.00       NA               NA            N        0.0250%      N           NA
    56      1-Feb-11       4,635,440.95       360              356           N        0.0250%      N           NA
    57      1-Mar-11       4,587,621.55       360              357           N        0.0250%      N           NA
    58      1-Nov-10       4,379,710.80       300              293           Y        0.0250%      N           NA
    59      1-Dec-10       4,498,998.00       360              354           N        0.0250%      N           NA
    60      1-Jan-11       4,375,052.99       360              355           N        0.0250%      N           NA
    61      1-Feb-11       4,406,932.55       360              356           N        0.0250%      N           NA
    62      1-Jan-11       4,384,912.12       360              355           N        0.0250%      N           NA
    63      1-Feb-11       4,347,866.08       360              356           N        0.0250%      N           NA
    64      1-Apr-11       4,323,753.73       360              358           N        0.0250%      N           NA
    65      1-Jan-11       4,750,000.00       NA               NA            N        0.0250%      N           NA
    66      1-Jan-11       4,201,448.96       360              355           N        0.0250%      N           NA
    67      1-Jan-11       3,998,535.17       360              355           N        0.0250%      N           NA
    68      1-May-11                          120              119           N        0.0250%      N           NA
    69      1-Oct-10       3,707,630.61       360              352           N        0.0250%      Y        1-Oct-10
    70      1-Jan-11       3,634,059.15       360              355           N        0.0250%      N           NA
    71      1-Jan-11       3,541,171.74       360              355           N        0.0250%      N           NA
    72      1-Mar-11       3,308,029.05       360              357           N        0.0250%      N           NA
    73      1-Jun-13               0.00       144              144           N        0.0250%      N           NA
    74      1-Nov-05       3,169,109.00       360              353           N        0.0250%      N           NA
    75      1-Feb-11       2,869,558.77       360              356           N        0.0250%      N           NA
    76      1-Nov-10       2,898,924.17       360              359           N        0.0250%      N           NA
    77      1-May-11                          120              119           N        0.0250%      N           NA
    78      1-May-11                          120              119           N        0.0250%      N           NA
    79      1-Feb-11       2,599,809.86       360              356           N        0.0250%      N           NA
    80      1-Feb-11       2,387,774.45       300              296           N        0.0250%      N           NA
    81      1-Feb-11       2,547,196.68       360              356           Y        0.0250%      N           NA
    82      1-Jun-13               0.00       144              144           N        0.0250%      N           NA
    83      1-Feb-11       2,094,648.12       360              356           N        0.0250%      N           NA
    84      1-Feb-11       2,081,653.76       360              356           N        0.0250%      N           NA
    85      1-Mar-11       2,039,344.30       360              357           N        0.0250%      N           NA
    86      1-Feb-11       2,006,159.82       360              356           N        0.0250%      N           NA
    87      1-Jan-11       1,930,879.13       360              355           N        0.0250%      N           NA
    88      1-Jan-11       1,916,205.11       360              355           N        0.0250%      N           NA
    89      1-May-11                          120              119           N        0.0250%      N           NA
    90      1-Jan-11       1,884,320.00       360              360           N        0.0250%      N           NA
    91      1-Apr-11       1,777,851.17       360              358           N        0.0250%      N           NA
    92      1-Jan-11       1,765,502.16       360              355           N        0.0250%      N           NA
    93      1-Jun-13               0.00       144              144           N        0.0250%      N           NA
    94      1-Jan-11       1,519,672.28       360              355           N        0.0250%      N           NA
    95      1-Nov-10       1,546,001.11       360              353           N        0.0250%      N           NA
    96      1-Jun-13               0.00       144              144           N        0.0250%      N           NA
    97      1-Jun-13               0.00       144              144           Y        0.0250%      N           NA
    98      1-Oct-10       1,331,521.74       360              352           N        0.0250%      N           NA
    99      1-May-11                          120              119           Y        0.0250%      N           NA
   100      1-Feb-11       1,140,597.44       360              356           N        0.0250%      N           NA
   101      1-Nov-10       1,135,717.52       360              353           N        0.0250%      N           NA
   102      1-Dec-10       1,088,376.09       360              354           N        0.0250%      N           NA
   103      1-Jan-06         866,044.08       360              355           N        0.0250%      N           NA
   104      1-Feb-11         790,970.93       360              356           N        0.0250%      N           NA
   105      1-Jan-11         773,049.47       360              355           N        0.0250%      N           NA
   106      1-Feb-11         601,243.97       360              356           Y        0.0250%      N           NA
   107      1-Feb-11         467,439.06       360              356           N        0.0250%      N           NA


<CAPTION>
                                                                                                            CREDIT
MORTGAGE                                                                                    MORTGAGE         LEASE
  LOAN                                                                                        LOAN           LOAN
 NUMBER                              ADDITIONAL INTEREST RATE                                SELLER          (Y/N)
 ------                              ------------------------                                ------          -----
<S>        <C>                                                                             <C>               <C>
    1                                           NA                                            FUNB             N
    2                                           NA                                            FUNB             N
   2.1                                                                                        FUNB             N
   2.2                                                                                        FUNB             N
   2.3                                                                                        FUNB             N
   2.4                                                                                        FUNB             N
   2.5                                                                                        FUNB             N
   2.6                                                                                        FUNB             N
    3                                         8.794%                                         MLMLI             N
    4                                           NA                                            FUNB             N
    5                                         9.770%                                         MLMLI             N
    6                   Greater of Initial Rate + 5% or Treasury Rate + 5%                    FUNB             N
    7                                           NA                                           MLMCI             N
   7.1                                                                                                         N
   7.2                                                                                                         N
   7.3                                                                                                         N
   7.4                                                                                                         N
    8                                         10.700%                                        MLMCI             N
    9                                         10.330%                                        MLMCI             N
   9.1                                                                                                         N
   9.2                                                                                                         N
    10                                          NA                                            FUNB             Y
    11                                          NA                                            FUNB             N
    12      greater of (I) initial interest rate plus 3% or (ii) Treasury rate plus 4%        FUNB             N
    13                                          NA                                           MLMLI             N
    14                                          NA                                            FUNB             N
    15                                        9.875%                                         MLMLI             N
  15.01                                                                                                        N
  15.02                                                                                                        N
  15.03                                                                                                        N
  15.04                                                                                                        N
  15.05                                                                                                        N
  15.06                                                                                                        N
  15.07                                                                                                        N
  15.08                                                                                                        N
  15.09                                                                                                        N
   15.1                                                                                                        N
    16                                          NA                                            FUNB             N
    17                                          NA                                            FUNB             N
    18                                        9.875%                                         MLMLI             N
  18.01                                                                                                        N
  18.02                                                                                                        N
  18.03                                                                                                        N
  18.04                                                                                                        N
  18.05                                                                                                        N
  18.06                                                                                                        N
  18.07                                                                                                        N
  18.08                                                                                                        N
  18.09                                                                                                        N
   18.1                                                                                                        N
    19                                          NA                                            FUNB             N
    20                                          NA                                            FUNB             N
    21                                          NA                                            FUNB             N
    22                                          NA                                           MLMLI             N
    23                                          NA                                           MLMLI             N
    24                                          NA                                            FUNB             N
    25                                          NA                                            FUNB             N
    26                                          NA                                            FUNB             N
    27                                          NA                                            FUNB             N
    28                                          NA                                            FUNB             N
    29                                          NA                                           MLMLI             N
    30                                          NA                                            FUNB             N
    31                                          NA                                           MLMCI             N
    32                                          NA                                            FUNB             N
    33                                          NA                                            FUNB             N
    34                                          NA                                            FUNB             N
    35                                          NA                                           MLMCI             N
    36                                          NA                                            FUNB             N
    37                                          NA                                           MLMCI             N
    38                                          NA                                            FUNB             N
    39                                          NA                                           MLMCI             N
    40                                          NA                                            FUNB             N
    41                Greater of interest rate+2% or Treas. Yield Index + 2%                  FUNB             N
    42                                          NA                                            FUNB             N
    43                                          NA                                            FUNB             N
    44                                          NA                                            FUNB             N
    45                                          NA                                            FUNB             N
    46                                          NA                                            FUNB             N
    47                                          NA                                            FUNB             N
    48                                          NA                                            FUNB             N
    49                                          NA                                           MLMLI             N
    50                                          NA                                           MLMCI             N
    51                                          NA                                           MLMCI             N
    52                                          NA                                            FUNB             N
    53                                          NA                                            FUNB             N
    54                                          NA                                            FUNB             N
    55                                          NA                                            FUNB             N
    56                                          NA                                           MLMLI             N
    57                                          NA                                            FUNB             N
    58                                          NA                                            FUNB             N
    59                                          NA                                            FUNB             N
    60                                          NA                                           MLMLI             N
    61                                          NA                                            FUNB             N
    62                                          NA                                           MLMCI             N
    63                                          NA                                            FUNB             N
    64                                          NA                                            FUNB             N
    65                                          NA                                            FUNB             N
    66                                          NA                                           MLMLI             N
    67                                          NA                                            FUNB             N
    68                                          NA                                            FUNB             N
    69                                        10.17%                                         MLMCI             N
    70                                          NA                                           MLMLI             N
    71                                          NA                                            FUNB             N
    72                                          NA                                            FUNB             N
    73                                          NA                                            FUNB             Y
    74                                          NA                                            FUNB             N
    75                                          NA                                           MLMLI             N
    76                                          NA                                            FUNB             N
    77                                          NA                                            FUNB             N
    78                                          NA                                            FUNB             N
    79                                          NA                                            FUNB             N
    80                                          NA                                            FUNB             N
    81                                          NA                                           MLMCI             N
    82                                          NA                                            FUNB             Y
    83                                          NA                                            FUNB             N
    84                                          NA                                            FUNB             N
    85                                          NA                                            FUNB             N
    86                                          NA                                            FUNB             N
    87                                          NA                                           MLMLI             N
    88                                          NA                                            FUNB             N
    89                                          NA                                            FUNB             N
    90                                          NA                                            FUNB             N
    91                                          NA                                            FUNB             N
    92                                          NA                                           MLMLI             N
    93                                          NA                                            FUNB             Y
    94                                          NA                                           MLMLI             N
    95                                          NA                                           MLMCI             N
    96                                          NA                                            FUNB             Y
    97                                          NA                                            FUNB             Y
    98                                          NA                                            FUNB             N
    99                                          NA                                            FUNB             N
   100                                          NA                                            FUNB             N
   101                                          NA                                            FUNB             N
   102                                          NA                                            FUNB             N
   103                                          NA                                            FUNB             N
   104                                          NA                                            FUNB             N
   105                                          NA                                            FUNB             N
   106                                          NA                                            FUNB             N
   107                                          NA                                            FUNB             N


<CAPTION>
MORTGAGE                                                                           LEASE                           CROSS
  LOAN                                                                          ENHANCEMENT         RVI      COLLATERALIZED /
 NUMBER    CTL TENANT                                 CTL GUARANTOR                POLICY         POLICY      DEFAULTED FLAG
 ------    ----------                                 -------------                ------         ------      --------------
<S>       <C>                                         <C>                        <C>              <C>         <C>
    1
    2                                                                                                           Innkeepers
   2.1                                                                                                          Innkeepers
   2.2                                                                                                          Innkeepers
   2.3                                                                                                          Innkeepers
   2.4                                                                                                          Innkeepers
   2.5                                                                                                          Innkeepers
   2.6                                                                                                          Innkeepers
    3
    4
    5
    6
    7
   7.1
   7.2
   7.3
   7.4
    8
    9
   9.1
   9.2
    10     Qwest Communications Corporation
    11
    12
    13
    14
    15
  15.01
  15.02
  15.03
  15.04
  15.05
  15.06
  15.07
  15.08
  15.09
   15.1
    16                                                                                                            Olen 2
    17
    18
  18.01
  18.02
  18.03
  18.04
  18.05
  18.06
  18.07
  18.08
  18.09
   18.1
    19
    20
    21                                                                                                         Cornerstone 2
    22
    23
    24                                                                                                         Cornerstone 2
    25
    26
    27
    28
    29
    30
    31
    32                                                                                                         Cornerstone 2
    33
    34
    35
    36
    37
    38
    39
    40                                                                                                           HRT POOL
    41
    42
    43                                                                                                           HRT POOL
    44
    45
    46                                                                                                           HRT POOL
    47                                                                                                         Cornerstone 2
    48                                                                                                         Cornerstone 2
    49
    50
    51
    52                                                                                                           B&G Pool
    53
    54
    55                                                                                                         Cornerstone 2
    56
    57
    58
    59
    60
    61
    62
    63
    64                                                                                                            Olen 2
    65                                                                                                         Cornerstone 2
    66
    67                                                                                                           B&G Pool
    68                                                                                                           HRT POOL
    69
    70
    71
    72
    73     Rite Aid of California                     Rite Aid Corporation           N               Y
    74
    75
    76
    77                                                                                                           HRT POOL
    78                                                                                                           HRT POOL
    79
    80
    81
    82     Rite Aid of California                     Rite Aid Corporation           N               Y
    83
    84
    85
    86
    87                                                                                                             ZION
    88
    89                                                                                                           HRT POOL
    90
    91
    92                                                                                                             ZION
    93     Rite Aid of Michigan, Inc.                 Rite Aid Corporation           Y               N
    94
    95
    96     Rite Aid of Virginia, Inc.                 Rite Aid Corporation           Y               N
    97     Rite Aid of Michigan, Inc.                 Rite Aid Corporation           Y               N
    98
    99                                                                                                           HRT POOL
   100
   101
   102
   103
   104
   105
   106
   107


<CAPTION>
                                          INTEREST                                                      ANNUAL
MORTGAGE                                   RESERVE                        MONTHLY     MONTHLY         DEPOSIT TO
  LOAN        DEFEASANCE       SECURED      LOAN                            TAX      INSURANCE        REPLACEMENT
 NUMBER       LOAN (Y/N)        BY LC       (Y/N)         LOCK BOX        ESCROW       ESCROW           RESERVE
 ------       ----------        -----       -----         --------        ------       ------           -------
<S>           <C>               <C>         <C>       <C>                 <C>          <C>            <C>
    1             Y               N           Y          Springing           Y           Y
    2             Y               N           Y             None             Y           Y              977,080.32
   2.1                                                      None
   2.2                                                      None
   2.3                                                      None
   2.4                                                      None
   2.5                                                      None
   2.6                                                      None
    3             Y               N           Y             Hard             Y           N              212,856.00
    4             Y               Y           Y             None             Y           N
    5             Y               N           Y             Hard             N           N               33,264.00
    6             Y               N           Y             Hard             Y           Y              115,200.00
    7             Y               N           Y             None             Y           Y              211,488.00
   7.1                                                      None
   7.2                                                      None
   7.3                                                      None
   7.4                                                      None
    8             Y               N           Y         Hard-Upfront         Y           Y               23,640.00
    9             Y               N           Y        Soft-Springing        Y           N               37,632.00
   9.1                                                      None
   9.2                                                      None
    10            Y               N           N             Hard             N           N
    11            Y               N           Y             None             Y           Y               67,200.00
    12            Y               N           Y             None             Y           Y
    13            Y               N           Y             None             Y           Y               29,532.00
    14            Y               Y           Y             None             Y           Y               56,799.96
    15            Y               N           Y          Springing           Y           Y               97,020.00
  15.01                                                     None
  15.02                                                     None
  15.03                                                     None
  15.04                                                     None
  15.05                                                     None
  15.06                                                     None
  15.07                                                     None
  15.08                                                     None
  15.09                                                     None
   15.1                                                     None
    16            Y               N           Y          Springing           Y           Y               17,516.76
    17            Y               N           Y             None             Y           Y
    18            Y               N           Y          Springing           Y           Y               85,692.00
  18.01                                                     None
  18.02                                                     None
  18.03                                                     None
  18.04                                                     None
  18.05                                                     None
  18.06                                                     None
  18.07                                                     None
  18.08                                                     None
  18.09                                                     None
   18.1                                                     None
    19            Y               N           Y             None             Y           N              100,565.04
    20            Y               N           Y             Hard             Y           N              107,000.04
    21            Y               N           Y          Springing           Y           Y               96,800.04
    22            Y               N           Y             None             Y           Y               43,584.00
    23            Y               N           Y             None             Y           Y               70,008.00
    24            Y               N           Y          Springing           Y           Y               72,399.96
    25            Y               N           Y             None             Y           N               33,240.12
    26            Y               N           Y             None             Y           N               47,000.04
    27            Y               N           Y             None             Y           Y               28,401.84
    28            Y               N           Y             None             Y           N               12,610.08
    29            Y               N           Y             None             Y           N               16,656.00
    30            Y               N           Y             None             Y           Y
    31            Y               N           Y         Hard-Upfront         Y           Y               48,456.00
    32            Y               N           Y          Springing           Y           Y               60,800.04
    33            Y               N           Y             None             Y           Y                8,883.84
    34            Y               N           Y             Hard             Y           N               90,627.96
    35            N               N           Y             None             Y           Y               34,404.00
    36            Y               N           Y             Hard             Y           N               70,524.24
    37            Y               N           Y         Hard-Upfront         Y           N               10,728.00
    38            Y               N           Y             None             Y           Y               32,372.76
    39            Y               N           Y             None             N           N
    40            Y               N           Y          Springing           N           N
    41            Y               N           Y             None             Y           Y               35,634.00
    42            Y               N           Y             None             Y           Y               18,603.84
    43            Y               N           Y          Springing           N           N
    44            Y               N           Y             None             Y           N               39,000.00
    45            Y               N           Y             None             Y           Y              104,621.76
    46            Y               N           Y          Springing           N           N
    47            Y               N           Y          Springing           Y           Y               39,200.04
    48            Y               N           Y          Springing           Y           Y               42,000.00
    49            Y               N           Y             None             Y           N               10,092.00
    50            Y               N           Y        Hard-Springing        Y           Y                9,576.00
    51            Y               N           Y             None             Y           Y                6,348.00
    52            Y               N           Y             None             Y           Y               13,180.32
    53            Y               N           Y             None             Y           Y               50,000.04
    54            Y               N           Y             None             N           N
    55            Y               N           Y          Springing           Y           Y               38,400.00
    56            Y               N           Y             None             Y           Y               47,004.00
    57            Y               N           Y             None             Y           Y                7,780.68
    58            Y               N           Y             None             Y           Y               68,240.04
    59            Y               N           Y             None             Y           Y               16,955.64
    60            Y               N           Y             None             Y           Y               24,504.00
    61            Y               N           Y             None             Y           Y                7,363.56
    62            Y               N           Y             None             Y           Y                9,996.00
    63            Y               N           Y             None             Y           Y               10,945.20
    64            Y               N           Y             Hard             Y           Y                4,152.24
    65            Y               N           Y          Springing           Y           Y               46,400.04
    66            N               N           Y             None             Y           Y                8,604.00
    67            Y               N           Y             None             Y           Y               20,252.40
    68            Y               N           Y          Springing           N           N
    69            Y               N           Y         Hard-Upfront         N           N
    70            Y               N           Y             None             Y           N                7,068.00
    71            Y               N           Y             None             Y           Y               12,000.00
    72            Y               N           Y             None             N           N               15,699.96
    73            Y               N           N             Hard             N           N
    74            Y               N           Y             None             Y           Y               62,750.04
    75            Y               N           Y             None             Y           Y               35,496.00
    76            Y               N           Y             None             Y           Y               36,846.00
    77            Y               N           Y          Springing           N           N
    78            Y               N           Y          Springing           N           N
    79            Y               N           Y             None             Y           Y                1,996.32
    80            Y               N           Y             None             Y           Y               18,972.12
    81            Y               N           Y             None             Y           Y                4,332.00
    82            Y               N           N             Hard             N           N
    83            Y               N           Y             None             Y           Y               10,500.00
    84            Y               N           Y             None             N           Y               15,744.00
    85            Y               N           Y             None             Y           Y               46,800.00
    86            Y               N           Y             None             Y           Y               10,976.40
    87            Y               N           Y             None             Y           Y               29,000.04
    88            Y               N           Y             None             Y           Y               36,386.04
    89            Y               N           Y          Springing           N           N
    90            Y               N           Y             None             Y           Y               12,848.04
    91            Y               N           Y             None             Y           Y                1,260.00
    92            Y               N           Y             None             Y           Y               22,752.00
    93            Y               N           N             Hard             N           N                3,354.00
    94            Y               N           Y             None             Y           Y                4,356.00
    95            Y               N           Y             None             Y           Y                8,412.00
    96            Y               N           N             Hard             N           N                2,211.36
    97            Y               N           N             Hard             N           N
    98            Y               N           Y             None             Y           Y                2,057.52
    99            Y               N           Y          Springing           N           N
   100            Y               N           Y             None             N           Y                9,750.00
   101            Y               N           Y             None             Y           Y                4,166.52
   102            Y               N           Y             None             Y           Y                6,399.96
   103            Y               N           Y             None             Y           Y                3,600.00
   104            Y               N           Y             None             Y           Y                  999.96
   105            Y               N           Y             None             Y           Y                4,500.00
   106            Y               N           Y             None             Y           Y                  417.48
   107            Y               N           Y             None             Y           Y                2,000.04


<CAPTION>
                  INITIAL
                DEPOSIT TO
MORTGAGE          CAPITAL
  LOAN         IMPROVEMENTS       INITIAL TI/LC
 NUMBER           RESERVE            ESCROW
 ------           -------            ------
<S>            <C>                <C>
    1
    2
   2.1
   2.2
   2.3
   2.4
   2.5
   2.6
    3
    4
    5
    6             4,243.75
    7            33,000.00
   7.1
   7.2
   7.3
   7.4
    8                             2,145,812.00
    9                                56,030.00
   9.1
   9.2
    10
    11
    12          153,697.50          250,000.00
    13          113,750.00           65,000.00
    14
    15           99,526.00
  15.01
  15.02
  15.03
  15.04
  15.05
  15.06
  15.07
  15.08
  15.09
   15.1
    16
    17            2,250.00
    18           52,855.00
  18.01
  18.02
  18.03
  18.04
  18.05
  18.06
  18.07
  18.08
  18.09
   18.1
    19           53,125.00
    20          109,320.00
    21
    22                            1,400,000.00
    23           70,000.00
    24          126,340.00
    25            9,083.75
    26
    27           44,192.50          500,000.00
    28            1,500.00
    29
    30
    31           11,250.00          200,000.00
    32            2,200.00
    33
    34           77,587.50
    35
    36          103,287.50
    37                              100,000.00
    38
    39
    40
    41           44,750.00
    42           46,500.00
    43
    44
    45
    46
    47            5,000.00
    48
    49           13,031.00           75,893.00
    50                               30,500.00
    51
    52
    53          149,117.50
    54           10,000.00
    55
    56
    57            4,372.50
    58
    59                              625,000.00
    60
    61          222,750.00           55,670.00
    62            5,000.00
    63          102,179.69          250,000.00
    64
    65
    66           91,188.00          465,000.00
    67           18,500.00
    68
    69                              280,000.00
    70
    71
    72
    73
    74           71,158.75
    75          328,750.00
    76          149,033.75
    77
    78
    79           17,312.50          100,000.00
    80            3,437.50
    81
    82
    83
    84           34,205.00
    85           53,892.50
    86                               25,000.00
    87
    88           47,562.50
    89
    90           11,062.50
    91            1,875.00
    92
    93
    94
    95                              100,000.00
    96
    97
    98
    99
   100            5,537.50
   101
   102
   103           22,025.00
   104           17,156.25
   105
   106                               29,000.00
   107
</TABLE>
<PAGE>



                                   EXHIBIT C-1

               Schedule of Exceptions to Mortgage File Delivery

               First Union Commercial Mortgage Securities Inc.
         Commercial Mortgage Pass Through Certificates Series 2001-C2


-------------------------------------------------------------------------------
Loan ID  Originator  Property Name  Document   Ex Code  Exception    Comments
                                                        Description
-------------------------------------------------------------------------------

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

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

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

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



<PAGE>



                                   EXHIBIT C-2

                         FORM OF CUSTODIAL CERTIFICATION

                                                                  [Date]
Banc of America, N.A.
100 North Tryon Street
NC1-007-11-07
Charlotte, NC 28209

First Union Commercial Mortgage Securities, Inc.
One First Union Center
Charlotte, North Carolina 28228
Attention:  Barry Reiner

First Union National Bank
8739 Research Drive - URP4, NC 1075
Charlotte, North Carolina 28262-1075
Attention:  First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C2

      Re:   First Union National Bank Commercial Mortgage Trust
            Commercial Mortgage Pass-Through Certificates, Series 2001-C2

Ladies and Gentlemen:

Wells Fargo Bank Minnesota, N.A., as Trustee, hereby certifies to the above
referenced parties that, with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, except as specifically identified in the schedule of
exceptions annexed hereto, (i) without regard to the proviso in the definition
of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(a), (v)
and (vii), and to the extent provided in the related Mortgage File and actually
known by a Responsible Officer of the Trustee to be required, clauses (iii),
(iv)(b), (iv)(c), (vi), (viii) and (ix) of the definition of "Mortgage File" are
in its possession, (ii) all documents delivered or caused to be delivered by the
applicable Mortgage Loan Originator constituting the related Mortgage File have
been reviewed by it and appear regular on their face and appear to relate to
such Mortgage Loan, and (iii) based on such examination and only as to the
foregoing documents, the information set forth in the Mortgage Loan Schedule for
such Mortgage Loan with respect to the items specified in clauses (v) and
(vi)(c) of the definition of "Mortgage Loan Schedule" is correct.

None of the Trustee, the Master Servicer, the Special Servicer or any Custodian
is under any duty or obligation 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, 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. Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them under the Pooling and Servicing Agreement.

                                    Respectfully,



                                       _______________________________________

                                       Name:__________________________________
                                       Title: ________________________________
<PAGE>



                                   EXHIBIT D-1

                 FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                                                  [Date]


Wells Fargo Bank Minnesota, N.A.
1015 10th Avenue S.E.
Minneapolis, Minnesota  55414
Attn:  Corporate Trust Services (CMBS)-Mortgage Document Custody

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series 2001-C2

Ladies and Gentlemen:

            In connection with the administration of the Mortgage Files held by
you as Trustee under a certain Pooling and Servicing Agreement dated as of
June 10, 2001 (the "Pooling and Servicing Agreement"), by and among First Union
Commercial Mortgage Securities, Inc., as Depositor, First Union National Bank,
as Master Servicer, Lennar Partners, Inc., as Special Servicer, and you, as
Trustee, the undersigned hereby requests a release of the Mortgage File (or the
portion thereof specified below) held by you with respect to the following
described Mortgage Loan for the reason indicated below.

Property Name:

Property Address:

Control No.:

            The Mortgage File should be delivered to the following:

                                          ____________________________________
                                          ____________________________________
                                          ____________________________________



                                          Attn: ______________________________
                                          Phone:______________________________
<PAGE>




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 Master Servicer 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.    Other.  (Describe)

            ______________________________________________________________
            ______________________________________________________________

            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.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                       FIRST UNION NATIONAL BANK,
                                       as Master Servicer



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
<PAGE>



                                 EXHIBIT D-2

                 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

[Date]

Wells Fargo Bank Minnesota, N.A.
1015 10th Avenue S.E.
Minneapolis, Minnesota 5544
Attn: Corporate Trust Services (CMBS)-Mortgage Document Custody

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series 2001-C2

Ladies and Gentlemen:

            In connection with the administration of the Mortgage Files held by
you as Trustee under a certain Pooling and Servicing Agreement dated as of
June 10, 2001 (the "Pooling and Servicing Agreement"), by and among First Union
Commercial Mortgage Securities, Inc., as Depositor, First Union National Bank,
as Master Servicer, Lennar Partners, Inc., as Special Servicer, and you, as
Trustee, the undersigned hereby requests a release of the Mortgage File (or the
portion thereof specified below) held by you with respect to the following
described Mortgage Loan for the reason indicated below.

Property Name:

Property Address:

Control No.:

            The Mortgage File should be delivered to the following:

                                          ____________________________________
                                          ____________________________________
                                          ____________________________________
                                          Attn: ______________________________
                                          Phone:______________________________

If only particular documents in the Mortgage File are requested, please specify
which:
<PAGE>




Reason for requesting file (or portion thereof):

_____ 1.    The Mortgage Loan is being foreclosed.

_____ 2.    Other.  (Describe)

            ______________________________________________________________
            ______________________________________________________________

            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 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.


                                       LENNAR PARTNERS, INC.
                                       as Special Servicer



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
<PAGE>



                                    EXHIBIT E

               CALCULATION OF NOI/DEBT SERVICE COVERAGE RATIOS

            "Net Cash Flow" shall mean the revenue derived from the use and
operation of a Mortgaged Property less operating expenses (such as utilities,
administrative expenses, repairs and maintenance, tenant improvement costs,
leasing commissions, management fees and advertising), fixed expenses (such as
insurance, real estate taxes and, if applicable, ground lease payments) and
replacement reserves and an allowance for vacancies and credit losses. Net Cash
Flow does not reflect interest expenses and non-cash items such as depreciation
and amortization, and generally does not reflect capital expenditures, but does
reflect reserves for replacements and an allowance for vacancies and credit
losses.

            In determining vacancy for the "revenue" component of Net Cash Flow
for each Rental Property, the Special Servicer shall rely on the most recent
rent roll supplied by the related borrower and where the actual vacancy shown
thereon and the market vacancy is less than 1%, the Special Servicer shall
assume a 1% vacancy in determining revenue from rents, except that in the case
of certain anchored shopping centers, space occupied by anchor or single tenants
or other large tenants shall be disregarded in performing the vacancy adjustment
due to the length of the related leases or creditworthiness of such tenants, in
accordance with the respective Mortgage Loan Seller's underwriting standards.
Where the actual or market vacancy was not less than 5.0%, the Special Servicer
shall determine revenue from rents by generally relying on the most recent roll
supplied and the greater of (a) actual historical vacancy at the related
Mortgaged Property, and (b) historical vacancy at comparable properties in the
same market as the related Mortgaged Property. In determining rental revenue for
multifamily, self-storage and mobile home park properties, the Special Servicer
shall either review rental revenue shown on the certified rolling 12-month
operating statements or annualized the rental revenue and reimbursement of
expenses shown on rent rolls or operating statements with respect to the prior
one to twelve month periods. For the other Rental Properties, the Special
Servicer shall annualize rental revenue shown on the most recent certified rent
roll, after applying the vacancy factor, without further regard to the terms
(including expiration dates) of the leases shown thereon. In the case of
hospitality properties, gross receipts shall be determined on the basis of
adjusted average occupancy not to exceed 75.0% and daily rates achieved during
the prior two to three year annual reporting period. In the case of residential
health care facilities, receipts shall be based on historical occupancy levels,
historical operating revenues and the then current occupancy rates. Occupancy
rates for private health care facilities shall be within current market ranges
and vacancy levels shall be at a minimum of 1%. In general, any non-recurring
items and non-property related revenue shall be eliminated from the calculation
except in the case of residential health care facilities.

            In determining the "expense" component of Net Cash Flow for each
Mortgaged Property, the Special Servicer shall rely on the rolling 12-month
operating statements and/or full-year or year-to-date financial statements
supplied by the related borrower, except that (a) if tax or insurance expense
information more current than that reflected in the financial statements is
available, the newer information shall be used, (b) with respect to each
Mortgaged Property, property management fees shall be assumed to be 3% to 7% of
effective gross revenue (except with respect to hospitality properties, where a
minimum of 3.1% of gross receipts shall be assumed, and with respect to limited
service hospitality properties, where a minimum of 4.0% of gross receipts shall
be assumed and, with respect to single tenant properties, where fees as low as
3% of effective gross receipts shall be assumed), (c) assumptions shall be made
with respect to reserves for leasing commission, tenant improvement expenses and
capital expenditures and (d) expenses shall be assumed to include annual
replacement reserves. In addition, in some instances, the Special Servicer may
recharacterize as capital expenditures those items reported by borrowers as
operating expenses (thus increasing "net cash flow") where determined
appropriate.
<PAGE>



                                    EXHIBIT F

                        FORM OF UPDATED COLLECTION REPORT

Servicer
First Union 2001-C2

                                     EXHIBIT

For the Collection Period Ending:
Master Servicer Remittance Date
UPDATED COLLECTION REPORT
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------
Primary       Prospectus   Primary    Scheduled   Scheduled     Current     Current     Paid To         Updated    Primary
Servicer ID   Loan         Loan       Principal   Interest      Principal   Interest    Date at         Paid To    Servicer
              Number       Number     Amount      Amount        Advance     Advance     Determination   Date       Fees
----------------------------------------------------------------------------------------------------------------------------
<S>           <C>          <C>        <C>         <C>           <C>         <C>         <C>             <C>        <C>








</TABLE>



TABLE (continued)
-----------------------------------------------------------
Primary        Sub        Master      Retained Net Advance
Servicer ID    Servicer   Servicer    Fees
               Fees       Fees
-----------------------------------------------------------



<PAGE>



                                   EXHIBIT G-1

                         FORM OF TRANSFEROR CERTIFICATE

                                                                  [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette-MAC#N9303-121
Minneapolis, Minnesota  55479-0113
Attn: Corporate Trust Services (CMBS)

    Re:   First Union National Bank Commercial Mortgage Trust,
          Commercial Mortgage Pass-Through Certificates,
          Series 2001-C2 (the "Certificates")
          ----------------------------------------------------


Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of June 11, 2001 (the "Closing Date")
of $_____________ evidencing a __% percentage interest in the Class to which it
belongs. The Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of June 10, 2001,
among First Union Commercial Mortgage Securities, Inc., as depositor, First
Union National Bank, as master servicer, Lennar Partners, Inc., as special
servicer and Wells Fargo Bank Minnesota, N.A., as trustee. All terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Certificate Registrar, that:

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

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

                                       Very truly yours,



                                      ________________________________________
                                                  (Transferor)



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>



                                   EXHIBIT G-2

                         FORM OF TRANSFEREE CERTIFICATE
                                    FOR QIBs

                                                                  [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette-MAC#N9303-121
Minneapolis, Minnesota  55479-0113
Attn: Corporate Trust Services (CMBS)

      Re:   First Union National Bank Commercial  Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C2   (the "Certificates")
            -----------------------------------------------------


Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of June 11, 2001 (the "Closing Date")
of $_____________ evidencing a __% percentage interest in the Class to which it
belongs. The Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of June 10, 2001,
among First Union Commercial Mortgage Securities, Inc., as depositor, First
Union National Bank, as master servicer, Lennar Partners, Inc., as special
servicer and Wells Fargo Bank Minnesota, N.A., as trustee. All terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you, as Certificate Registrar, that:

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

            2. In the case of a Class A-1, Class A-2, Class B, Class C, Class D,
      Class E, Class F, Class G, Class H, Class J or Class IO Certificates, the
      Transferee either (A) is not an "employee benefit plan" subject to ERISA
      or a "plan" described by Section 4975(e)(1) of the Code or any other
      retirement plan or other employee benefit plan or arrangement subject to
      any federal, state or local law materially similar to the foregoing
      provisions of ERISA and the Code, or any entity deemed to hold plan assets
      of the foregoing by reason of a plan's investment in such entity (each, a
      "Plan") or (B) (1) qualifies as an accredited investor as defined in Rule
      501(a)(1) of Regulation D under the Securities Act and at the time of such
      transfer, the Certificates are rated in one of the top four rating
      categories by at least one Rating Agency, (2) is an insurance company
      general account that is eligible for, and satisfies all of the
      requirements of, Sections I and III of Department of Labor Prohibited
      Transaction Class Exemption 95-60, or (3) has provided a certification of
      facts and Opinion of Counsel (which Opinion of Counsel shall not be an
      expense of the Trustee, Trust or Certificate Registrar) on which the
      Trustee may conclusively rely, that such transfer will not result in the
      imposition of an excise tax under Section 4975 of the Code.

            In the case of a Class K, Class L, Class M, Class N, Class O, Class
      P or Class Q Certificate, the Transferee either (A) is not an "employee
      benefit plan" subject to Title I of ERISA or a "plan" described by Section
      4975(e)(1) of the Code or any other retirement plan or other employee
      benefit plan or arrangement subject to any federal, state or local law
      materially similar to the foregoing provisions of ERISA and the Code, or
      any entity deemed to hold plan assets of the foregoing by reason of a
      plan's investment in such entity (each, a "Plan") or (B) (1) is an
      insurance company general account which is eligible for, and satisfies all
      of the requirements for, exemptive relief under Sections I and III of
      Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE
      95-60") or (2) has provided a certification of facts and Opinion of
      Counsel (which Opinion of Counsel shall not be an expense of the Trustee,
      Trust or Certificate Registrar) on which the Trustee may conclusively
      rely, that such transfer will not result in the imposition of an excise
      tax under Section 4975 of the Code.

            3. The Transferee has been furnished with all information regarding
      (a) the Certificates and distributions thereon, (b) the nature,
      performance and servicing of the Mortgage Loans, (c) the Pooling and
      Servicing Agreement, and (d) any credit enhancement mechanism associated
      with the Certificates, that it has requested.

            4. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 5.02 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed, and that
      the Transferred Certificate will bear legends substantially to the
      following effect:

      [In the case of the Unregistered Certificates]: THE CERTIFICATE HAS NOT
      BEEN AND WILL NOT BE 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 POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

      -AND-

      [In the case of Class R-I, Class R-II, Class V, Class Z-I or Class Z-II]:
      NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO
      ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY
      SECTION 4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER
      EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR
      LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE
      CODE, OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON
      OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). [EACH PERSON WHO
      ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
      FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
      CERTIFICATE IN VIOLATION OF THE FOREGOING.]

      [In the case of Class K, Class L, Class M, Class N, Class O, Class P or
      Class Q Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST
      THEREIN SHALL BE MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF
      THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")
      OR A "PLAN" DESCRIBED BY SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED (THE "CODE"), OR ANY OTHER RETIREMENT PLAN OR OTHER
      EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR
      LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE
      CODE, OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON
      OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN
      INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL
      OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION SECTIONS I AND III
      OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
      95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
      CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL
      NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accept a
      pledge, disposition or other transfer of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate pursuant
      thereto. The Transferee will not act, nor has it authorized or will it
      authorize any person to act, in any manner set forth in the foregoing
      sentence with respect to any Certificate.

                                       Very truly yours,




                                      ________________________________________
                                                  (Transferee)



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                                          ANNEX I TO EXHIBIT G-2



            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Wells Fargo Bank Minnesota, N.A., as Certificate
Registrar, with respect to the mortgage pass-through certificate being
transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

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

            2.  The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A") because (i) the Transferee owned and/or invested on a discretionary basis
$____________ / _____________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) [Transferee must own
and/or invest on a discretionary basis at least $100,000,000 in securities
unless Transferee is a dealer, and, in that case, Transferee must own and/or
invest on, a discretionary basis at least $10,000,000 in securities.] and (ii)
the Transferee satisfies the criteria in the category marked below.

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

      ____  Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any State, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the State or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Certificate in
            the case of a U.S. bank, and not more than 18 months preceding such
            date of sale for a foreign bank or equivalent institution.

      ____  Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a State or Federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Certificate in
            the case of a U.S. savings and loan association, and not more than
            18 months preceding such date of sale for a foreign savings and loan
            association or equivalent institution.

      ____  Broker-dealer.  The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934.

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

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

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

      ____  Investment Advisor.  The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940.

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

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

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

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


       ________             ________       Will  the  Transferee  be  purchasing
         Yes                   No          the Transferred  Certificate only for
                                           the Transferee's own account?

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

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

                                       Print Name of Transferee


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Date:_______________________________


<PAGE>



            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Wells Fargo Bank Minnesota, N.A., as Certificate
Registrar, with respect to the mortgage pass-through certificate being
transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

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

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

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

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

            In the case of a Class R-I, Class R-II, Class V, Class Z-I or Class
Z-II Certificate, the Transferee is not an "employee benefit plan" subject to
Title I of ERISA or a "plan" described by Section 4975(e)(1) of the Code or any
other retirement plan or other employee benefit plan or arrangement subject to
any federal, state or local law materially similar to the foregoing provisions
of ERISA and the Code, or any entity deemed to hold plan assets of the foregoing
by reason of a plan's investment in such entity (each, a "Plan").

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

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
the parties to which this certification is being made are relying and will
continue to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

       ________             ________      Will the  Transferee be purchasing the
         Yes                   No         Transferred  Certificate  only for the
                                          Transferee's own account?

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

            7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Transferred Certificate will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

                                       Print Name of Transferee or Adviser

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>



                                   EXHIBIT G-3

                         FORM OF TRANSFEREE CERTIFICATE

                                  FOR NON-QIBs

                                                                  [Date]
Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette-MAC#N9303-121
Minneapolis, Minnesota  55479-0113
Attn: Corporate Trust Services (CMBS)

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C2   (the "Certificates")
            ----------------------------------------------------

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of June 11, 2001 (the "Closing Date")
of $_____________ evidencing a __% percentage interest in the Class to which it
belongs. The Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of June 10, 2001,
among First Union Commercial Mortgage Securities, Inc., as depositor (the
"Depositor"), First Union National Bank, as master servicer, Lennar Partners,
Inc., as special servicer and Wells Fargo Bank Minnesota, N.A., as trustee. All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as Certificate Registrar, that:

            1. The Transferee is acquiring the Transferred Certificate for its
own account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Certificates have not
been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee or the Certificate Registrar is obligated so to register or
qualify the Certificates and (c) the Certificates may not be resold or
transferred unless they are (i) registered pursuant to the Securities Act and
registered or qualified pursuant to any applicable state securities laws or (ii)
sold or transferred in transactions which are exempt from such registration and
qualification and the Certificate Registrar has received either (A)
certifications from both the transferor and the transferee (substantially in the
forms attached to the Pooling and Servicing Agreement) setting forth the facts
surrounding the transfer or (B) an opinion of counsel satisfactory to the
Certificate Registrar with respect to the availability of such exemption (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with
copies of the certification(s) from the Transferor and/or Transferee setting
forth the facts surrounding the transfer upon which such opinion is based. Any
holder of a Certificate desiring to effect such a transfer shall, and upon
acquisition of such Certificate shall be deemed to have agreed to, indemnify the
Trustee, the Certificate Registrar and the Depositor 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.

            3. The Transferee understands that it may not sell or otherwise
transfer any portion of its interest in the Transferred Certificate except in
compliance with the provisions of Section 5.02 of the Pooling and Servicing
Agreement, which provisions it has carefully reviewed, and that the Transferred
Certificate will bear legends substantially to the following effect:

            [In the case of Unregistered Certificates]: THE CERTIFICATE HAS NOT
BEEN AND WILL NOT BE 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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            -AND-

            [In the case of Class R-I, Class R-II, Class V, Class Z-I or Class
Z-II Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN"
DESCRIBED BY SECTION 4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR
OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE,
OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). [EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE
SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.]

            [In the case of Class K, Class L, Class M, Class N, Class O, Class P
or Class Q Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A
"PLAN" DESCRIBED BY SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED
TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH
IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF
UNDER SECTION SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 ("PTE 95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED,
AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) solicited any offer to buy or accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of any
Certificate under the Securities Act, would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law or would require registration or qualification of any Certificate
pursuant thereto. The Transferee will not act, nor has it authorized or will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to any Certificate.

            5. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Certificates and distributions thereon, (c) the
Pooling and Servicing Agreement, and (d) all related matters, that it has
requested.

            6. The Transferee has been furnished a copy of the Private Placement
Memorandum dated March 22, 2001 and has read such Private Placement Memorandum.

            7. The Transferee is an "accredited investor" as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act and has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of an investment in the Certificates; the Transferee has sought
such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Transferee is able to bear the economic
risks of such an investment and can afford a complete loss of such investment.

                                      Very truly yours,



                                      ________________________________________
                                                    (Transferee)



                                      By:_____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>



                                    EXHIBIT H

                   FORM OF PROSPECTIVE TRANSFEREE CERTIFICATE

                                                                  [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center Sixth and Marquette-MAC#N9303-121
Minneapolis, Minnesota  55479-0113
Attn: Corporate Trust Services (CMBS)

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C2   (the "Certificates")
            -----------------------------------------------------

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of the Class ______________ Certificates (the "Transferred
Certificate") having an initial [principal balance] [notional amount] as of June
11, 2001 (the "Closing Date") of $_____________ evidencing a __% interest in the
Classes to which they belong. The Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as of June 10, 2001 (the "Pooling and Servicing
Agreement"), among First Union Commercial Mortgage Securities, Inc., as
depositor, First Union National Bank, as master servicer, Lennar Partners, Inc.,
as special servicer and Wells Fargo Bank Minnesota, N.A., as trustee (the
"Trustee"). Capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you that:

            In the case of a Class A-1, Class A-2, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J or Class IO Certificate, the
Transferee either (A) is not an "employee benefit plan" subject to ERISA or a
"plan" described by Section 4975(e)(1) of the Code or any other retirement plan
or other employee benefit plan or arrangement subject to any federal, state or
local law materially similar to the foregoing provisions of ERISA and the Code,
or any entity deemed to hold plan assets of the foregoing by reason of a plan's
investment in such entity (each, a "Plan") or (B) (1) qualifies as an accredited
investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act
and at the time of such transfer, the Certificates are rated in one of the top
three rating categories by at least one Rating Agency, (2) is an insurance
company general account that is eligible for, and satisfies all of the
requirements of, Sections I and III of Department of Labor Prohibited
Transaction Class Exemption 95-60, or (3) has provided a certification of facts
and Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
Trustee, Trust or Certificate Registrar) on which the Trustee may conclusively
rely, that such transfer will not result in the imposition of an excise tax
under Section 4975 of the Code.

            In the case of a Class K, Class L, Class M, Class N, Class O, Class
P or Class Q Certificate, the Transferee either (A) is not an "employee benefit
plan" subject to Title I of ERISA or a "plan" described by Section 4975(e)(1) of
the Code, or any other retirement plan or other employee benefit plan or
arrangement subject to any federal, state or local law materially similar to the
foregoing provisions of ERISA and the Code, or any entity deemed to hold plan
assets of the foregoing by reason of a plan's investment in such entity (each, a
"Plan") or (B) (1) is an insurance company general account which is eligible
for, and satisfies all of the requirements for, exemptive relief under Sections
I and III of Department of Labor Prohibited Transaction Class Exemption 95-60
("PTE 95-60") or (2) has provided a certification of facts and Opinion of
Counsel (which Opinion of Counsel shall not be an expense of the Trustee, Trust
or Certificate Registrar) on which the Trustee may conclusively rely, that such
transfer will not result in the imposition of an excise tax under Section 4975
of the Code.

            In the case of a Class R-I, Class R-II, Class V, Class Z-I or Class
Z-II Certificate, the Transferee is not an "employee benefit plan" subject to
Title I of ERISA or a "plan" described by Section 4975(e)(1) of the Code or any
other retirement plan or other employee benefit plan or arrangement subject to
any federal, state or local law materially similar to the foregoing provisions
of ERISA and the Code, or any entity deemed to hold plan assets of the foregoing
by reason of a plan's investment in such entity (each, a "Plan").

            IN WITNESS WHEREOF, the undersigned has executed this certificate as
of the date first written above.



                                       _______________________________________
                                                 [Name of Transferee]



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>



                                   EXHIBIT I-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

                        PURSUANT TO SECTION 5.02(d)(i)(2)


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

            [NAME OF OFFICER], being first duly sworn, deposes, and represents
and warrants:

            1. That he is a [Title of Officer] of [Name of Owner] (the "Owner"),
      a corporation duly organized and existing under the laws of the [State of
      ___________] [the United States], and the owner of the First Union
      Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through
      Certificates, Series 2001-C2, Class [R-I] [R-II] evidencing a ___%
      Percentage Interest in the Class to which its belongs (the "Class [R-I]
      [R-II]"). Capitalized terms used but not defined herein have the meanings
      assigned to such terms in the Pooling and Servicing Agreement dated as of
      June 10, 2001, among First Union Commercial Mortgage Securities, Inc., as
      Depositor, First Union National Bank as Master Servicer and as Special
      Servicer and Wells Fargo Bank Minnesota, N.A..

            2. That the Owner (i) is and will be a "Permitted Transferee" as of
      _______________, _______ and (ii) is acquiring the Class [R-I] [R-II]
      Certificates for its own account or for the account of another Owner 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, a "disqualified organization" means any of the following: (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 of the FHLMC, a majority of
      its board of directors is not selected by such governmental unit), (ii) a
      foreign government, any international organization, or any agency or
      instrumentality of any of the foregoing, (iii) any organization (other
      than certain farmers' cooperatives described in Section 521 of the
      Internal Revenue Code of 1986, as amended (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(a)(2)(C) of the Code and (v) any other Person so
      designated by the Trustee based upon an Opinion of Counsel that the
      holding of an Ownership Interest in a Class [R-I] [R-II] Certificate by
      such Person may cause the Trust Fund or any Person having an Ownership
      Interest in any Class of Certificates, other than such Person, to incur a
      liability for any federal tax imposed under the Code that would not
      otherwise be imposed but for the Transfer of an Ownership Interest in a
      Class [R-I] [R-II] Certificate to such Person. The terms "United States",
      "State" and "international organization" shall have the meanings set forth
      in Section 7701 of the Code or successor provisions.

      A "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 (including an entity treated as a
      corporation or partnership for federal income tax purposes) created or
      organized in, or under the laws of the United States, any State or the
      District of Columbia unless, in the case of a partnership, Treasury
      Regulations are adopted that provide otherwise, an estate whose income is
      subject to federal tax income 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. That the Owner is aware (i) of the tax that would be imposed on
      transfers of the Class [R-I] [R-II] Certificates to disqualified
      organizations under the Code that applies to all transfers of the Class
      [R-I] [R-II] Certificates after March 31, 1988; (ii) that such tax would
      be on the transferor, or, if such transfer is through an agent (which
      person includes a broker, nominee or middleman) for a disqualified
      organization Transferee, on the agent; (iii) that the person otherwise
      liable for the tax shall be relieved of liability for the tax if the
      transferee furnishes to such person 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 Class [R-I] [R-II] Certificates may be "noneconomic residual
      interests" within the meaning of Treasury regulation section
      1.860E-1(c)(2) and that the transferor of a "noneconomic residual
      interest" will remain liable for any taxes due with respect to the income
      on such residual interest, unless no significant purpose of the transfer
      is to enable the transferor to impede the assessment or collection of tax.

            4. That the Owner is aware of the tax imposed on a "pass-through
      entity" holding the Class [R-I] [R-II] Certificates if at any time during
      the taxable year of the pass-through entity a non-Permitted Transferee is
      the record holder of an interest in such entity. For this purpose, a "pass
      through entity" includes a regulated investment company, a real estate
      investment trust or common trust fund, a partnership, trust or estate, and
      certain cooperatives.

            5. That the Owner is aware that the Certificate Registrar will not
      register the transfer of any Class [R-I] [R-II] Certificate unless the
      transferee, or the transferee's agent, delivers to the Trustee, among
      other things, an affidavit in substantially the same form as this
      affidavit. The Owner expressly agrees that it will not consummate any such
      transfer if it knows or believes that any of the representations contained
      in such affidavit and agreement are false.

            6. That the Owner 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 Class [R-I] [R-II]
      Certificates will only be owned, directly or indirectly, by Permitted
      Transferees.

            7. That the Owner's taxpayer identification number is _____________.

            8. That the Owner has reviewed the restrictions set forth on the
      face of the Class [R-I] [R-II] Certificates and the provisions of Section
      5.02 of the Pooling and Servicing Agreement under which the Class [R-I]
      [R-II] Certificates were issued (and, in particular, the Owner is aware
      that such Section authorizes the Trustee to deliver payments to a person
      other than the Owner and negotiate a mandatory sale by the Trustee in the
      event that the Owner holds such Certificate in violation of Section 5.02);
      and that the Owner expressly agrees to be bound by and to comply with such
      restrictions and provisions.

            9. That the Owner is not acquiring and will not transfer the Class
      [R-I] [R-II] Certificates in order to impede the assessment or collection
      of any tax.

            10. That the Owner has historically paid its debts as they have come
      due, intends to continue to pay its debts as they come due in the future,
      and anticipates that it will, so long as it holds any of the Class [R-I]
      [R-II] Certificates, have sufficient assets to pay any taxes owed by the
      holder of such Class [R-I] [R-II] Certificates.

            11. That the Owner has no present knowledge that it may become
      insolvent or subject to a bankruptcy proceeding for so long as it holds
      any of the Class [R-I] [R-II] Certificates.

            12. That the Owner has no present knowledge or expectation that it
      will be unable to pay any United States taxes owed by it so long as any of
      the Certificates remain outstanding. In this regard, the Owner hereby
      represents to and for the benefit of the Person from whom it acquired the
      Class [R-I] [R-II] Certificates that the Owner intends to pay taxes
      associated with holding the Class [R-I] [R-II] Certificates as they become
      due, fully understanding that it may incur tax liabilities in excess of
      any cash flows generated by the Class [R-I] [R-II] Certificates.

            13. That the Owner is not acquiring the Class [R-I] [R-II]
      Certificates with the intent to transfer any of the Class [R-I] [R-II]
      Certificates to any person or entity that will not have sufficient assets
      to pay any taxes owed by the holder of such Class [R-I] [R-II]
      Certificates, or that may become insolvent or subject to a bankruptcy
      proceeding, for so long as the Class [R-I] [R-II] Certificates remain
      outstanding.

            14. That the Owner will, in connection with any transfer that it
      makes of the Class [R-I] [R-II] Certificates, obtain from its transferee
      the representations required by Section 5.02(d) of the Pooling and
      Servicing Agreement under which the Class [R-I] [R-II] Certificates were
      issued and will not consummate any such transfer if it knows, or knows
      facts that should lead it to believe, that any such representations are
      false.

            15. That the Owner will, in connection with any transfer that it
      makes of any Class [R-I] [R-II] Certificate, deliver to the Certificate
      Registrar an affidavit, which represents and warrants that it is not
      transferring such Class [R-I] [R-II] Certificate to impede the assessment
      or collection of any tax and that it has no actual knowledge that the
      proposed transferee: (i) has insufficient assets to pay any taxes owed by
      such transferee as holder of such Class [R-I] [R-II] Certificate; (ii) may
      become insolvent or subject to a bankruptcy proceeding, for so long as the
      Class [R-I] [R-II] Certificates remain outstanding; and (iii) is not a
      "Permitted Transferee".

            16. *[The Owner has computed any consideration paid to it to acquire
      the Class [R-I] [R-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.]

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

* Insert appropriate paragraph, if applicable.


            [The Owner has computed any consideration paid to it to acquire the
      Class [R-I] [R-II] Certificate in accordance with the 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 Owner regularly borrows, in the ordinary course of its trade or
      business, substantial funds from unrelated third parties. The Owner has
      provided all information necessary to demonstrate to the transferor that
      it regularly borrows at such rate.]

            [The transfer of the Class [R-I] [R-II] Certificate complies with
      Section 6 of Revenue Procedure 2001-12 (the "Revenue Procedure"), 2001-3
      I.R.B. 335 (January 16, 2001) (or comparable provisions of applicable
      final U.S. Treasury Regulations) and, accordingly,

            (i)   the Owner is an "eligible corporation," as defined in Section
                  860L(a)(2) of the Code, as to which income from Class [R-I]
                  [R-II] Certificate will only be taxed in the United States;

           (ii)   at the time of the transfer, and at the close of the Owner's
                  two fiscal years preceding the year of the transfer, the Owner
                  had gross assets for financial reporting purposes (excluding
                  any obligation of a person related to the Owner within the
                  meaning of Section 860L(g) of the Code) in excess of the $100
                  million and net assets in excess of $10 million;

          (iii)   the Owner will transfer the Class [R-I] [R-II] Certificate
                  only to another "eligible corporation," as defined in Section
                  860(a)(2) of the Code, in a transaction that satisfies the
                  requirements of Section 4 of the Revenue Procedure; and

           (iv)   the Owner determined the consideration paid to it to acquire
                  the Class [R-I] [R-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 Owner) that it has determined in good faith.]

               [RESERVED]

<PAGE>


            IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, by its [Title of Officer] and Authorized Signatory,
attested by its Assistant Secretary, this ____ day of _____, ___.

                                       [NAME OF OWNER]



                                       By:____________________________________
                                          [Name of Officer]
                                          [Title of Officer]



_______________________________
     [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 [Title of Officer], and acknowledged to me that he executed
the same as his free act and deed and the free act and deed of the Owner.

            Subscribed and sworn before me this ____ day of _____, _____.



                                      ________________________________________
                                                   NOTARY PUBLIC



                                       COUNTY OF _____________________________
                                       STATE OF ______________________________


                                       My Commission expires the
                                       ____ day of ___________, ____.


<PAGE>



                                   EXHIBIT I-2

                         FORM OF TRANSFEROR CERTIFICATE

                        PURSUANT TO SECTION 5.02(d)(i)(4)

                                                                  [Date]


Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette-MAC#N9303-121
Minneapolis, Minnesota  55479-0113
Attn: Corporate Trust Services (CMBS)

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C2, Class  [R-I] [R-II], evidencing a ____%
            percentage interest in the Class to which they belong
            -------------------------------------------------------


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] [R-II] Certificates (the "Class [R-I] [R-II]
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of June 10, 2001, among First
Union Commercial Mortgage Securities, Inc., as depositor, First Union National
Bank, as master servicer, Lennar Partners, Inc., as special servicer, Wells
Fargo Bank Minnesota, N.A., as trustee. All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby represents and warrants to you, as Certificate
Registrar, that:

            1. No purpose of the Transferor relating to the transfer of the
      Class [R-I] [R-II] Certificates by the Transferor to the Transferee is or
      will be to impede the assessment or collection of any tax.

            2. The Transferor understands that the Transferee has delivered to
      you a Transfer Affidavit and Agreement in the form attached to the Pooling
      and Servicing Agreement as Exhibit I-1. The Transferor does not know or
      believe that any representation contained therein is false.

            3. The Transferor at the time of this transfer either (i) has
      conducted a reasonable investigation of the financial condition of the
      Transferee as contemplated by Treasury regulation section
      1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
      has determined that the Transferee has historically paid its debts as they
      became due and has found no significant evidence to indicate that the
      Transferee will not continue to pay its debts as they become due in the
      future.

            4. The Transferor understands that the transfer of the Class [R-I]
      [R-II] Certificates may not be respected for United States income tax
      purposes (and the Transferor may continue to be liable for United States
      income taxes associated therewith) unless the tests described above in
      Paragraph 3(i) or 3(ii) have been met as to any transfer.

                                    Very truly yours,



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>



                                   EXHIBIT J-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                  [Date]

Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007

Fitch, Inc.
One State Street Plaza
New York, New York  10004

Ladies and Gentlemen:

            This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement dated as of June 10, 2001 relating to First
Union National Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2001-C2 (the "Agreement"). Any term with initial capital
letters not otherwise defined in this notice has the meaning given such term in
the Agreement.

            Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
___________________ to serve as the Special Servicer under the Agreement.

            The designation of ____________________ as Special Servicer will
become final if certain conditions are met and on the date you will deliver to
Wells Fargo Bank Minnesota, N.A., the trustee under the Agreement (the
"Trustee"), a written confirmation stating that the appointment of the person
designated to become the Special Servicer will not result in the qualification,
downgrading or withdrawal of the rating or ratings assigned to one or more
Classes of the Certificates.


<PAGE>


            Please acknowledge receipt of this notice by signing the enclosed
copy of this notice where indicated below and returning it to the Trustee, in
the enclosed stamped self-addressed envelope.

                                       Very truly yours,


                                       WELLS FARGO BANK MINNESOTA, N.A.



                                       By:____________________________________
                                          Title:______________________________



Receipt and acknowledged:

Moody's Investors Service, Inc.              Fitch, Inc.


    By: ___________________________          By: ______________________________

    Title: ________________________          Title: ___________________________

    Date: _________________________          Date: ____________________________


<PAGE>



                                   EXHIBIT J-2

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                                                  [Date]

Wells Fargo Bank Minnesota, N.A
11000 Broken Land Parkway
Columbia, Maryland 21044-3562

Attn:  First Union National Bank, Series 2001-C2

Ladies & Gentlemen:

            Pursuant to Section 6.09 of the Pooling and Servicing Agreement
dated as of June 10, 2001 relating to First Union National Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C2
(the "Agreement"), the undersigned hereby agrees with all the other parties to
the Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges that, as of the
date hereof, it is and shall be a party to the Agreement and bound thereby to
the full extent indicated therein in the capacity of Special Servicer. The
undersigned hereby makes, as of the date hereof, the representations and
warranties set forth in Section 3.23(b) of the Agreement as if it were the
Special Servicer thereunder.



                                       _______________________________________



                                       By:____________________________________
                                          Name: ______________________________
                                          Title: _____________________________


<PAGE>



                                    EXHIBIT K

                        FORM OF CMSA PROPERTY FILE REPORT





<PAGE>


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION

                             CMSA "PROPERTY" FILE

                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "P"

<TABLE>
<CAPTION>
-----------------------------------      -------------------------------------------------------------------------------------------

SPECIFICATION                            DESCRIPTION/COMMENTS
-----------------------------------      -------------------------------------------------------------------------------------------
<S>                                      <C>

Acceptable Media Types                   Magnetic Tape, Diskette, Electronic Transfer
Character Set                            ASCII
Field Delineation                        Comma
Density (Bytes-Per-Inch)                 1600 or 6250
Magnetic Tape Label                      None (unlabeled)
Magnetic Tape Blocking Factor            10285 (17 records per block)
Physical Media Label                     Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking
                                           Factor; Record Length
Return Address Label                     Required for return of physical media (magnetic tape or diskette)
</TABLE>




<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                        FIELD            FORMAT                                                           LOAN FIELD
       FIELD NAME                       NUMBER   TYPE    EXAMPLE      DESCRIPTION/COMMENTS                                REFERENCE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>    <C>    <C>           <C>
Transaction Id                             1      AN      XXX97001     Unique Issue Identification Mnemonic                   S1, L1
Loan ID                                    2      AN      XXX9701A     Unique Servicer Loan Number Assigned To Each
                                                                         Collateral Item In A Pool                            S3, L3
Prospectus Loan ID                         3      AN        123        Unique Identification Number Assigned To Each
                                                                         Collateral Item In The Propectus                     S4, L4
Property ID                                4      AN      1001-001     Should contain Prospectus ID and property identifier,
                                                                         e.g., 1001-001, 1000-002
Distribution Date                          5      AN      YYYYMMDD     Date Payments  Made To Certificateholders                L5
Cross-Collateralized Loan Grouping         6      AN        Text       All Loans With The Same Value Are Crossed, For
                                                                         example : "X02-1" would be populated in this field
                                                                         for all related loans, "X02-2" would be populated
                                                                         for the next group of related loans.                   S75
Property Name                              7      AN        Text                                                                S55
Property Address                           8      AN        Text                                                                S56
Property City                              9      AN        Text                                                                S57
Property State                             10     AN         FL                                                                 S58
Property Zip Code                          11     AN       30303                                                                S59
Property County                            12     AN        Text                                                                S60
Property Type Code                         13     AN         MF                                                                 S61
Year Built                                 14     AN        YYYY                                                                S64
Year Last Renovated                        15     AN        YYYY
Net Square Feet At Contribution            16   Numeric    25000       RT, IN, WH, OF, MU, OT                                   S62
# Of Units/Beds/Rooms At Contribution      17   Numeric      75        MF, MH, LO,MU, HC, SS                                    S63
Property Status                            18     AN         1         1=FCL, 2=REO, 3=Defeased, 4=Partial Release,
                                                                         5= Released, 6= Same as at Contribution
Allocated Percentage of Loan at
  Contribution                             19   Numeric     0.75       Issuer to allocate loan % attributable to property
                                                                         for multi-property loans
Current Allocated Percentage               20   Numeric     0.75       Maintained by servicer. If not supplied in by
                                                                         Issuer or Underwriter, use Underwritting NOI or
                                                                         NCF to calculate
Current Allocated Ending Scheduled
  Loan Amount                              21   Numeric  5900900.00    Calculation based on Current Allocated Percentage
                                                                         and Current Ending ScL7duled Principal Balance
                                                                         (L7) for associated loan.                              L7
Ground Lease (Y/S/N)                       22     AN         N         Either Y=Yes, S=Subordinate, N= No ground lease          S74
Total Reserve Balance                      23   Numeric   25000.00     For Maintenance, Repairs, & Environmental.
                                                                         (Excludes Tax & Insurance Escrows).  An amount
                                                                         should be printed if the value in Setup File
                                                                         field 77 is "Y"                                        S77
Most Recent Appraisal Date                 24     AN      YYYYMMDD                                                              L74
Most Recent Appraisal Value                25   Numeric  1000000.00                                                             L75
Date Asset Expected to Be Resolved
  or Foreclosed                            26     AN      YYYYMMDD     Could be different dates for different properties.
                                                                         If in Foreclosure - Expected Date of Foreclosure
                                                                         and if REO - Expected Sale Date.                       L79
Foreclosure Date                           27     AN      YYYYMMDD                                                              L42
REO Date                                   28     AN      YYYYMMDD                                                              L43
Most Recent Physical Occupancy             29   Numeric     0.75                                                                L71
Occupancy As of Date                       30     AN      YYYYMMDD     Typically should be the effective date of the
                                                                        Rent Roll
Date Lease Rollover Review                 31     AN      YYYYMMDD     Roll over review to be completed every 12 months
% Sq. Feet expiring 1-12 months            32   Numeric     0.2        Apply to Property Types - RT, IN, WH, OF, MU, OT         S62
% Sq. Feet  expiring 13-24 months          33   Numeric     0.2        Apply to Property Types - RT, IN, WH, OF, MU, OT         S62
% Sq. Feet expiring 25-36 months           34   Numeric     0.2        Apply to Property Types - RT, IN, WH, OF, MU, OT         S62
% Sq. Feet  expiring 37-48 months          35   Numeric     0.2        Apply to Property Types - RT, IN, WH, OF, MU, OT         S62
% Sq. Feet  expiring 49-60 months          36   Numeric     0.2        Apply to Property Types - RT, IN, WH, OF, MU, OT         S62
Largest Tenant                             37     AN        Text       For Office, WH, Retail, Industrial, Other or Mixed
                                                                         Use, as applicable
Square Feet of Largest Tenant              38   Numeric    15000
2nd Largest Tenant                         39     AN        Text       For Office, WH, Retail, Industrial, Other or Mixed
                                                                         Use, as applicable
Square Feet of 2nd Largest Tenant          40   Numeric    15000
3rd Largest Tenant                         41     AN        Text       For Office, WH, Retail, Industrial, Other or Mixed
                                                                         Use, as applicable
Square Feet of 3rd Largest Tenant          42   Numeric    15000
Fiscal Year End Month                      43   Numeric      MM        Needed to indicate month ending for borrower's
                                                                         Fiscal Year.  For example : "12"
Contribution Financials As Of Date         44     AN      YYYYMMDD                                                              S72
Revenue At Contribution                    45   Numeric  1000000.00    Should match the prospectus if available. At the
                                                                         Property Level                                         S70
Operating Expenses At Contribution         46   Numeric  1000000.00    Should match the prospectus if available. At the
                                                                         Property Level                                         S71
NOI At Contribution                        47   Numeric  1000000.00    Should match the prospectus if available. At the
                                                                         Property Level                                         S65
DSCR (NOI) At Contribution                 48   Numeric     1.5        Should match the prospectus if available.                S66
Appraisal Value At Contribution            49   Numeric  1000000.00                                                             S67
Appraisal Date At Contribution             50     AN      YYYYMMDD                                                              S68
Physical Occupancy At Contribution         51   Numeric     0.9                                                                 S69
Date of Last Inspection                    52     AN      YYYYMMDD     Date of last physical site inspection
Preceding Fiscal Year Financial As of Date 53     AN      YYYYMMDD                                                              L58
Preceding Fiscal Year Revenue              54   Numeric  1000000.00                                                             L52
Preceding Fiscal Year Operating Expenses   55   Numeric  1000000.00                                                             L53
Preceding Fiscal Year NOI                  56   Numeric  1000000.00                                                             L54
Preceding Fiscal Yr Debt Service Amount    57   Numeric  1000000.00    Calculate using P20(percentage) to get the allocated
                                                                         amount for each property                               L55
Preceding Fiscal Year DSCR (NOI)           58   Numeric     1.3        Uses the property NOI and the allocated debt service
                                                                         amount                                                 L56
Preceding Fiscal Year Physical Occupancy   59   Numeric     0.9                                                                 L57
Second Preceding FY Financial As of Date   60     AN      YYYYMMDD                                                              L65
Second Preceding Fiscal Year Revenue       61   Numeric  1000000.00                                                             L59
Second Preceding FY Operating Expenses     62   Numeric  1000000.00                                                             L60
Second Preceding Fiscal Year NOI           63   Numeric  1000000.00                                                             L61
Second Preceding FY Debt Service Amount    64   Numeric  1000000.00    Calculate using P20(percentage) to get the allocated
                                                                         amount for each property                               L62
Second Preceding Fiscal Year DSCR (NOI)    65   Numeric     1.3        Uses the property NOI and the allocated debt service
                                                                         amount                                                 L63
Second Preceding FY Physical Occupancy     66   Numeric     0.9                                                                 L64
Property Contribution Date                 67     AN      YYYYMMDD     Date Property was contributed                            L85
Most Recent Revenue                        68   Numeric  1000000.00    Most Recent Revenue                                      L66
Most Recent Operating Expenses             69   Numeric  1000000.00    Most Recent Operating Expenses                           L67
Most Recent NOI                            70   Numeric  1000000.00    Most Recent Net Operating Income                         L68
Most Recent Debt Service Amount            71   Numeric  1000000.00    Calculate using P20(percentage) to get the allocated
                                                                         amount for each property                               L69
Most Recent DSCR (NOI)                     72   Numeric     2.55       Uses the property NOI and the allocated debt
                                                                         service amount                                         L70
Most Recent Financial As of Start Date     73     AN      YYYYMMDD     Start date used to calculate Most Recent information
                                                                         either YTD or trailng 12 months                        L72
Most Recent Financial As of End Date       74     AN      YYYYMMDD     End date used to calculate Most Recent information
                                                                         either YTD or trailing 12 months                       L73
Most Recent Financial Indicator            75     AN       T or Y      T= Trailing 12 months Y = Year to Date                   L82
NCF At Contribution                        76   Numeric  1000000.00    Net Cash Flow At Contribution.   Should match the
                                                                         prospectus if available.                               S83
DSCR (NCF) At Contribution                 77   Numeric     1.5        DSCR At Contribution using NCF to calculate.
                                                                         Should match the prospectus if available.              S84
Preceding Fiscal Year NCF                  78   Numeric  1000000.00    Preceding Fiscal Year Net Cash Flow related to
                                                                         Financial As of Date P53.                              L92
Preceding Fiscal Year DSCR (NCF)           79   Numeric     2.55       Preceding Fiscal Yr Debt Service Coverage Ratio
                                                                         using NCF related to Financial As of Date P53.         L93
Second Preceding FY NCF                    80   Numeric  1000000.00    Second Preceding Fiscal Year Net Cash Flow related
                                                                         to Financial As of Date P60.                           L94
Second Preceding FY DSCR (NCF)             81   Numeric     2.55       Second Preceding Fiscal Year Debt Service Coverage
                                                                         Ratio using Net Cash Flow related to Financial
                                                                         As of Date P60.                                        L95
Most Recent NCF                            82   Numeric  1000000.00    Most Recent Net Cash Flow related to Financial As
                                                                         of Date P74.                                           L96
Most Recent DSCR (NCF)                     83   Numeric     2.55       Most Recent Debt Service Coverage Ratio using Net
                                                                         Cash Flow related to Financial As of Date P74.         L97
NOI/NCF Indicator                          84     AN        Text       Indicates how NOI or Net Cash Flow was calculated
                                                                         should be the same for each financial period.
                                                                         See NOI/NCF Indicator Legend.                          L90
Deferred Maintenance Flag                  85     AN         N         Either Y=Yes or N= No, Deferred Maintenance
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------  ------------------------------------------------------------------------------------
   PROPERTY TYPES CODE                                               NOI/NCF INDICATOR
         LEGEND                                                          LEGEND
-----------------------------------  ------------------------------------------------------------------------------------
<S>         <C>                       <C>        <C>
MF          Multifamily               CMSA       Calculated using CMSA standard
RT          Retail                    PSA        Calculated using a definition given in the PSA
HC          Health Care               U/W        Calculated using the underwriting method
IN          Industrial
WH          Warehouse
MH          Mobile Home Park
OF          Office
MU          Mixed Use
LO          Lodging
SS          Self Storage
OT          Other
SE          Securities
</TABLE>
<PAGE>



                                    EXHIBIT L

                 FORM OF COMPARATIVE FINANCIAL STATUS REPORT


<PAGE>


                         CSMA INVESTOR REPORTING PACKAGE
                       COMPARATIVE FINANCIAL STATUS REPORT
                          as of _______________________
                             (PROPERTY LEVEL REPORT)


Operating Information Reflected As NOI       or NCF
------------------------------------------------------------------------------

    P4         P9      P10         P52         P21          L8       P57

--------    -------  ------    ----------   ----------  -------  -----------
                                  Last        Current              Allocated
                                 Property    Allocated    Paid      Annual
 Property                       Inspection     Loan       Thru       Debt
   ID        City      State       Date       Amount      Date     Service
--------    -------  ------    ----------   ----------  -------  -----------
                                yyyymmdd

List all properties currently in deal with or without information laargest
to smallest loan


This report should reflect the information provided in the CMSA Property
File and CMSA Loan Periodic Update File.





Total                                           $                     $
------------------------------------------------------------------------------




Operating Information Reflected As NOI____ or NCF______
------------------------------------------------------------------------------

    P44           P51       P45                P47 OR P76        P48 OR P77
  BASE YEAR                             ORIGINAL UNDERWRITING
                                           INFORMATION
------------    -------   --------      ----------------------   -----------
  Financial
 Info as of       %         Total               $                    (1)
    Date         OCC       Revenue           NOI/NCF                DSCR
------------    -------   --------      ----------------------   -----------
 yyyymmdd

List all properties currently in deal with or without information laargest
to smallest loan


This report should reflect the information provided in the CMSA Property
File and CMSA Loan Periodic Update File.





Total    **      WA        $                 $                      WA
------------------------------------------------------------------------------


   P60           P66      P61         P63 OR P80         P65 OR P81
------------  -------   --------    -----------------     -----------
                       2ND PRECEDING ANNUAL OPERATING
                               INFORMATION
AS OF _____                           NORMALIZED
------------  -------   --------    -----------------     -----------

 Financial
Info as of      %         Total           $                  (1)
   Date        OCC       Revenue        NOI/NCF             DSCR
------------  -------   --------    -----------------     -----------
yyyymmdd





Total            WA        $                 $                      WA
------------------------------------------------------------------------------




      P53        P59       P54        P56 OR P78        P58 OR P79
------------  -------   --------    -----------------   -----------
              PRECEDING ANNUAL OPERATING
                     INFORMATION
AS OF______                            NORMALIZED
------------  -------   --------    -----------------   -----------

 Financial
Info as of      %         Total           $                  (1)
   Date        OCC       Revenue        NOI/NCF             DSCR
------------  -------   --------    -----------------     -----------
yyyymmdd





Total            WA        $                 $                      WA
------------------------------------------------------------------------------
<TABLE>
<CAPTION>



   P73         P74         P30        P29       P68        P70 OR P82        P72 OR P83          (2)
----------  ----------  ---------  --------  ---------   -----------       -----------   ------------------------
                           MOST RECENT FINANCIAL                                              NET CHANGE
                               INFORMATION
                          *NORMALIZED OR ACTUAL                                            PRECEDING & BASIS
----------  ----------  ---------  --------  ---------   -----------       -----------   ------------------------
                                                                                                   %
<S>         <C>         <C>         <C>        <C>        <C>             <C>           <C>     <C>       <C>
FS Start    FS End      Occ As of      %        Total         $               (1)         %      Total     (1)
Date          Date        Date        Occ       Revenue   NOI/NCF            DSCR        Occ    Revenue   DSCR
----------  ----------  ---------  --------  ---------   -----------       -----------   ------------------------
yyyymmdd    yyyymmdd    yyyymmdd





Total            WA                             $          $                  WA         WA      $         WA
------------------------------------------------------------------------------------------------------------------

<FN>
(1) DSCR should match to Operating Statement Analysis Report and is normally calculated using NOI or NCF / Debt Service times
    the allocated loan percentage.
(2) Net change should compare the latest year to the Base Year.
* As required by Trust Agreements.
** Weighted Averages should be computed and reflected if the data is relevant and applicable.
</FN>
</TABLE>
<PAGE>



                                    EXHIBIT M

                            FORM OF REO STATUS REPORT



<PAGE>

<TABLE>
                                                  CSMA INVESTOR REPORTING PACKAGE
                                                          REO STATUS REPORT
                                                    as of _______________________
                                                       (PROPERTY LEVEL REPORT)

<CAPTION>
Operating Information Reflected As NOI       or NCF
------------------------------------------------------------------------------------------------------------------------
                                                                 P16
                                                                  or
    P4               P7             P13        P9      P10       P17       L8        P21            L37           L39
----------     ------------     ---------   --------  ------   -------   ------    -----------  -----------   ------------
                                                                                   (a)            (b)            (c)
----------     ------------     ---------   --------  -------  -------   ------    ------------  -----------   -----------
<S>            <C>             <C>          <C>       <C>      <C>        <C>     <C>           <C>            <C>
                                                                                   ALLOCATED
                                                                                     ENDING                       OTHER
                                                                 SQ FT     PAID    SCHEDULED     TOTAL P&I       Expense
PROPERTY        PROPERTY        PROPERTY      CITY     STATE      OR       THRU      LOAN         ADVANCES       ADVANCE
   ID             NAME            TYPE                           UNITS     DATE      AMOUNT      OUTSTANDING    OUTSTANDING
----------     ------------     ---------   --------  -------  -------   ------    ------------  -----------   -------------









----------------------------------------------------------------------------------------------------------------------------------
                                                                                 P58 or
                                                                                 P72/P79
      L39             L38                         L25        L11     P53 or P74    or P83        P24                       P25
  ----------     ------------     -----------   --------    ------   ----------  ----------   -----------  -----------   ----------
  (c)            (d)              (e)=a+b+c+d                                    (f)                                     (b)
  ----------     ------------     -----------   --------    -------  ----------  ----------   ------------  -----------  -----------
                                                                                                            APPRAISAL
                                                                                                              BPO OR
   OTHER                                                                                                    INTERNAL     APPRAISAL
  EXPENSE        TOTAL T&I                       CURRENT                LTM                                  VALUE         BPO OR
  ADVANCE         ADVANCE           TOTAL        MONTHLY   MATURITY    NOI/NCF   LTM DSCR     VALUATION      SOURCE       INTERNAL
OUTSTANDING     OUTSTANDING        EXPOSURE       P&I        DATE        DATE   (NOI/NCF)        DATE          (1)         VALUE
-----------     ------------     -----------   --------    -------  ----------  ----------   ------------  -----------  -----------







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


                          L99              L77          P28              P26
  ---------------     ------------     -----------   -------------    -----------  ----------------
  (h)=(.90*g)-e
  ---------------     ------------     -----------   -------------    -----------  -----------------
                                                                        DATE
                        TOTAL                                          ASSET
  LOSS USING          APPRAISAL                           REO         EXPECTED
 90% APPR. OR         REDUCTION         TRANSFER       ACQUISITION      TO BE
   BPO (F)            REALIZED            DATE           DATE          RESOLVED         COMMENTS
  ---------------     ------------     -----------   -------------    -----------  -----------------









REO' s data reflected at the property level for relationships with more than one (1) property should use the Allocated Ending
Scheduled Loan Amount, and prorate all advances and expenses or other loan level data as appropriate.

<FN>
(1) Use the following codes; App. - Appraisal, BPO - Brokers Opinion, Int - Internal Value.
</FN>
</TABLE>
<PAGE>



                                    EXHIBIT N

                               FORM OF WATCH LIST


<PAGE>
<TABLE>
                                                  CSMA INVESTOR REPORTING PACKAGE
                                                         SERVICER WATCH LIST
                                                   AS OF _______________________
                                                        (LOAN LEVEL REPORT)

Operating Information Reflected As NOI______ or NCF________
<CAPTION>
    S4         S55       S61     S57   S58          L7            L8        L11          L56/L93          L70/L97

PROSPECTUS  PROPERTY  PROPERTY               ENDING SCHEDULED    PAID    MATURITY  PRECEDING FISCAL YR.  MOST RECENT  COMMENT/ACTION
 LOAN ID      NAME      TYPE    CITY  STATE    LOAN BALANCE    THRU DATE   DATE       DSCR NOI/NCF      DSCR NOI/NCF   TO BE TAKEN
----------  --------  --------  ----  -----  ----------------  --------- --------  -------------------- ------------  --------------
<S>         <C>       <C>       <C>   <C>    <C>               <C>       <C>       <C>                  <C>           <C>
</TABLE>

List all loans on watch list in descending balance order.
Comment section should include reason and other pertinent information.
Should not include loans that are specially serviced.

WATCH LIST SELECTION CRITERIA SHOULD BE FOOTNOTED ON THE REPORT.  THE CRITERIA
MAY BE DICTATED AS PER THE PSA OR THE SERVICER'S INTERNAL POLICY.



Total:                                      $


<PAGE>



                                    EXHIBIT O

                      FORM OF DELINQUENT LOAN STATUS REPORT



<PAGE>
<TABLE>
                                                  CSMA INVESTOR REPORTING PACKAGE
                                                   DELINQUENT LOAN STATUS REPORT
                                                   AS OF _______________________
                                                        (LOAN LEVEL REPORT)

<CAPTION>
Operating Information Reflected As NOI       or NCF

      S4          S55       S61     S57   S58   S62 OR S63     L8             L7                 L37                  L39
                                                                       (a)               (b)                   (c)
-------------  --------  --------  ----  -----  ----------  ---------  ----------------  --------------------  -------------------
     LOAN      PROPERTY  PROPERTY               SQ FT OR      PAID     ENDING SCHEDULED       TOTAL P&I          Other Expense
PROSPECTUS ID    NAME      TYPE    CITY  STATE    UNITS     THRU DATE    LOAN BALANCE    ADVANCES OUTSTANDING  ADVANCE OUTSTANDING
-------------  --------  --------  ----  -----  ----------  ---------  ----------------  --------------------  -------------------
<S>            <C>       <C>       <C>   <C>    <C>         <C>        <C>               <C>                   <C>
LOANS IN FORECLOSURE AND NOT REO

90 + DAYS DELINQUENT

60 TO 89 DAYS DELINQUENT

30 TO 59 DAYS DELINQUENT

CURRENT AND AT SPECIAL SERVICER

                                                                                                       L54 OR      L56 OR
                      L38                             L25           L10          L11     L58 OR L73  L68/L92 OR  L70/L93 OR
               (d)                   (e)=a+b+c+d                                                         L96         L97
-------------  --------------------  -----------  -----------  -------------  --------  -----------  ----------  ----------
     LOAN         TOTAL T & I            Total      Current       Current     Maturity  LTM NOI/NCF      LTM      LTM DSCR
PROSPECTUS ID  ADVANCES OUTSTANDING    EXPOSURE   MONTHLY P&I  Interest Rate    Date        Date       NOI/NCF    (NOI/NCF)
-------------  --------------------  -----------  -----------  -------------  --------  -----------  ----------  ----------
LOANS IN FORECLOSURE AND NOT REO

90 + DAYS DELINQUENT

60 TO 89 DAYS DELINQUENT

30 TO 59 DAYS DELINQUENT

CURRENT AND AT SPECIAL SERVICER


                  L74           L75                                  L99            L77                L79               L76
                          (f)                  (.90*f) - e
-------------  ---------  ----------------  ----------------  ------------------  --------  -------------------------  ---------
     LOAN      VALUATION  APPRAISAL BPO OR   LOSS USING 90%     TOTAL APPRAISAL   TRANSFER   DATE ASSET EXPECTED TO     WORKOUT
PROSPECTUS ID     DATE    INTERNAL VALUE**  APPR. OR BPO (F)  REDUCTION REALIZED    DATE    BE RESOLVED OR FORECLOSED  STRATEGY*
-------------  ---------  ----------------  ----------------  ------------------  --------  -------------------------  ---------

     Loan
Prospectus ID  Comments
-------------  --------
LOANS IN FORECLOSURE AND NOT REO

90 + DAYS DELINQUENT

60 TO 89 DAYS DELINQUENT

30 TO 59 DAYS DELINQUENT

CURRENT AND AT SPECIAL SERVICER

<FN>
FCL = Foreclosure
LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or Trailing 12 months, if available.
*Workout Strategy should match the CMSA Loan Periodic Update File using abbreviated words in place of a code number such as (FCL -
In Foreclosure, MOD - Modification, DPO - Discount Payoff, NS - Note Sale,
BK - Bankruptcy, PP - Payment Plan, TBD - To be determined etc...). It is possible to combine the status codes if the loan is going
in more than one direction (i.e. FCL/Mod, BK/Mod, BK/FCL/DPO).
**BPO - Broker opinion
</FN>
</TABLE>
<PAGE>



                                    EXHIBIT P

                 FORM OF HISTORICAL LOAN MODIFICATION REPORT



<PAGE>
<TABLE>

                                                  CSMA INVESTOR REPORTING PACKAGE
                                                 HISTORICAL LOAN MODIFICATION REPORT
                                                    as of _______________________
                                                         (LOAN LEVEL REPORT)

<CAPTION>


     S4          S57       S58        L49                      L48              L7*           L7*             L50*
-----------------------------------------------------------------------------------------------------------------------------------
                                                                              BALANCE
                                                 EXTENSION                     WHEN
                                       MOD/         PER         EFFECTIVE     SENT TO      BALANCE AT THE                  # MTHS
 PROSPECTUS                        EXTENSION      DOCS OR       DATE OF        SPECIAL    EFFECTIVE DATE OF    OLD        FOR RATE
    ID         CITY      STATE        FLAG       SERVICER     MODIFICATION     SERVICER     MODIFICATION       RATE        CHANGE
-----------  --------  ---------  -----------   -----------   -------------   ---------   ------------------  -------   -----------
<S>          <C>       <C>        <C>           <C>            <C>            <C>          <C>                 <C>       <C>


THIS REPORT IS HISTORICAL
Information is as of modification. Each line should not change in the future. Only new modifications should be added.



-----------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR ALL LOANS:





     L50*        L25*      L25*       L11*        L11*                          L47
--------------------------------------------------------------------------------------------------------------------------
                                                                                              (2) EST.
                                                                                              FUTURE
                                                                                              INTEREST
                                                                TOTAL #           (1)         LOSS TO
                                                                MTHS FOR       REALIZED       TRUST $
    NEW                    NEW         OLD          NEW         CHANGE          LOSS TO       (RATAE
    RATE     OLD P&I       P&I       MATURITY     MATURITY      OF MOD          TRUST $      REDUCTION)         COMMENT
-----------  --------    ---------  -----------   -----------   ------------  ---------   ------------------  -------------



THIS REPORT IS HISTORICAL
Information is as of modification. Each line should not change in the future. Only new modifications should be added.



--------------------------------------------------------------------------------------------------------------------------
TOTAL FOR ALL LOANS:



---------------------------------------------------------------------------------------------------------------------------
<FN>
* The information in these columns is from a particular point in time and should not change on this report once assigned.
   Future modifications done on the same loan are additions to the report.
(1) Actual principal loss taken by bonds
(2) Expected future loss due to a rate reduction. This is just an estimate calculated at the time of the modification.
</FN>
</TABLE>
<PAGE>



                                    EXHIBIT Q

                      FORM OF HISTORICAL LIQUIDATION REPORT



<PAGE>

<TABLE>

                                                  CSMA INVESTOR REPORTING PACKAGE
                                                    HISTORICAL LIQUIDATION REPORT
                                             (REO-SOLD, DISCOUNTED PAYOFF or NOTE SALE)
                                                    as of _______________________
                                                         (LOAN LEVEL REPORT)

<CAPTION>


     S4          S55       S61        S57         S58                          L75       L29                            L45
                                                             (c) = b/a        (a)                        (b)            (d)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                EFFECTIVE                  EFFECTIVE                    NET AMT
 PROSPECTUS  PROPERTY  PROPERTY                                 DATE OF        PRICE        DATE OF         SALES       RECEIVED
   LOAN ID     NAME      TYPE        CITY        STATE         LIQUIDATION     SALES      LIQUIDATION       PRICE       FROM SALE
-----------  --------  ---------  -----------   -----------   -------------   ---------   -------------   ---------   -----------
<S>          <C>       <C>        <C>           <C>           <C>             <C>         <C>             <C>          <C>





-----------------------------------------------------------------------------------------------------------------------------------
THIS REPORT IS HISTORICAL
All information is from the liquidation date and does not need to be updated.
-----------------------------------------------------------------------------------------------------------------------------------
Total all Loans:

Current Month Only:
-----------------------------------------------------------------------------------------------------------------------------------




  L7        L37           L39+L38                            L47
                                               (i)=d-
 (e)        (f)           (g)         (h)      (f+g+h)       (k)                      (m)                  (n)=k+m      (o)=n/e
-----------------------------------------------------------------------------------------------------------------------------------
                          TOTAL
                           T&I                                                                   DATE OF
             TOTAL      AND OTHER                                        DATE                    MINOR
ENDING        P&I        EXPENSE     SERVICING                            LOSS                    ADJ       TOTAL LOSS   LOSS % OF
SCHEDULED   ADVANCE      ADVANCE       FEES         NET      REALIZED    PASSED     MINOR ADJ    PASSED       WITH       SCHEDULED
BALANCE   OUTSTANDING   OUTSTANDING   EXPENSE     PROCEEDS    LOSS        THRU       TO TRUST     THRU      ADJUSTMENT    BALANCE
--------  ----------- -------------  -----------  --------  ---------   ---------  ----------   ---------  -----------   ---------






-----------------------------------------------------------------------------------------------------------------------------------
THIS REPORT IS HISTORICAL
All information is from the liquidation date and does not need to be updated.
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL ALL LOANS:

CURRENT MONTH ONLY:
-----------------------------------------------------------------------------------------------------------------------------------




<FN>
(h) Servicing Fee Expense includes fees such as Liquidation or Disposition fees charged by the Special Servicer .
</FN>
</TABLE>
<PAGE>



                                    EXHIBIT R

                        FORM OF NOI ADJUSTMENT WORKSHEET



<PAGE>
                       COMMERCIAL NOI ADJUSTMENT WORKSHEET
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

<TABLE>
<S>                                             <C>
PROPERTY OVERVIEW
 PROSPECTUS ID
  Current Scheduled Loan Balance/Paid to Date    Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds       Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc. (1)         specify annual/per unit...
  Year of Operations
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate
<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents,
    excl. Leasing Commission and TI's
</FN>
<CAPTION>
INCOME:                          YYYY                                      NOTES
                                BORROWER
  Statement Classification       ACTUAL     ADJUSTMENT     NORMALIZED
                                --------    ----------     ----------
  <S>                           <C>         <C>            <C>
  Gross Potential Rent (2)
     Less: Vacancy Loss
                        OR
  Base Rent (2)
  Expense Reimbursement
  Percentage Rent
  Parking Income
  Other Income

EFFECTIVE GROSS INCOME

<FN>
(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative
    $amt for Vacancy Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Janitorial
  Management Fees
  Payroll & Benefits Expense
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses                                                           For self-storage include franchise fees
  Ground Rent
TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

NET OPERATING INCOME

  Leasing Commissions (3)
  Tenant Improvements (3)
  Capital Expenditures
  Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS

<FN>
(3) Actual current yr, but normalize for annual if possible via contractual,
    U/W or other data
</FN>

NET CASH FLOW

DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (i.e.. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

<PAGE>

        MULTIFAMILY NOI ADJUSTMENT WORKSHEET (includes Mobile Home Parks)
                                 AS OF MM/DD/YY

<TABLE>
<S>                                             <C>
PROPERTY OVERVIEW
 PROSPECTUS ID
 Current Scheduled Loan Balance/Paid to Date     Current Allocated Loan Amount %
 Property Name
 Property Type
 Property Address, City, State
 Net Rentable SF/Units/Pads,Beds        Use second box to specify sqft.,units...
 Year Built/Year Renovated
 Cap Ex Reserve (annually)/per Unit.etc. (1)          specify annual/per unit...
 Year of Operations
 Occupancy Rate (physical)
 Occupancy Date
 Average Rental Rate
<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents.
</FN>
<CAPTION>
INCOME:                          YYYY
                                BORROWER
  Statement Classification       ACTUAL     ADJUSTMENT     NORMALIZED      NOTES
                                --------    ----------     ----------      -----
  <S>                           <C>         <C>            <C>             <C>
  Statement Classification
  Gross Potential Rent (2)                                                 Include Pad/RV rent
     Less: Vacancy Loss
                       OR
  Base Rent (2)
  Laundry/Vending Income
  Parking Income
  Other Income                                                             Include forfeited security/late fees/pet

EFFECTIVE GROSS INCOME

<FN>
(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $
    amt for Vacancy Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Management Fees
  Payroll & Benefits Expense
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent
TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

NET OPERATING INCOME

  Capital Expenditures
  Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS

NET CASH FLOW

DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (i.e.. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

<PAGE>
                        LODGING NOI ADJUSTMENT WORKSHEET
                                 as of MM/DD/YY

<TABLE>
<S>                                             <C>
PROPERTY OVERVIEW
 PROSPECTUS ID
  Current Scheduled Loan Balance/Paid to Date    Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds       Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc. (1)         specify annual/per unit...
  Year of Operations
  Occupancy Rate (physical)
  Occupancy Date
  Average Daily Rate
  Rev per Av. Room

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents.
</FN>
<CAPTION>

INCOME:                          YYYY                                      NOTES
                                BORROWER
  Statement Classification       ACTUAL     ADJUSTMENT     NORMALIZED
                                --------    ----------     ----------
  <S>                           <C>         <C>            <C>
  Room Revenue
  Food & Beverage Revenues
  Telephone Revenue
  Other Departmental Revenue
  Other Income

DEPARTMENTAL REVENUE: (2)

<FN>
(2) Report Departmental Revenue as EGI for CMSA Loan Periodic and Property files
</FN>

OPERATING EXPENSES:
 DEPARTMENTAL
  Room
  Food & Beverage
  Telephone Expenses
  Other Dept. Expenses
DEPARTMENTAL EXPENSES:

DEPARTMENTAL INCOME:

GENERAL/UNALLOCATED
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Franchise Fee
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent
TOTAL GENERAL/UNALLOCATED
(For CMSA files, Total Expenses = Dept. Exp + General Exp.)
  OPERATING EXPENSE RATIO
(=Departmental Revenue/(Dept. Exp. + General Exp.))
  NET OPERATING INCOME

   Capital Expenditures
   Extraordinary Capital Expenditures
  TOTAL CAPITAL ITEMS

NET CASH FLOW

DEBT SERVICE (PER SERVICER)

NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (i.e.. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

<PAGE>

                       HEALTHCARE NOI ADJUSTMENT WORKSHEET
                                 AS OF MM/DD/YY
<TABLE>
<S>                                              <C>
PROPERTY OVERVIEW
 PROSPECTUS ID
  Current Scheduled Loan Balance/Paid to Date    Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds       Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit, etc. (1)        specify annual/per unit...
  Year of Operations
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents.
</FN>
<CAPTION>
INCOME:                          YYYY                                      NOTES
                                BORROWER
  Statement Classification       ACTUAL     ADJUSTMENT     NORMALIZED
                                --------    ----------     ----------
  <S>                           <C>         <C>            <C>
  Gross Potential Rent (2)
   Less: Vacancy Loss
                     OR
  Private Pay (2)
  Medicare/Medicaid
  Nursing/Medical Income
  Meals Income
  Other Income

EFFECTIVE GROSS INCOME

<FN>
(2) Use either Gross Potential (with Vacancy Loss) or Private
    Pay/Medicare/Medicaid; use negative $amt for Vacancy Loss
</FN>

  OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Room expense - housekeeping
  Meal expense
  Other Expenses
  Ground Rent
TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

NET OPERATING INCOME

  Capital Expenditures
  Extraordinary Capital Expenditures
 TOTAL CAPITAL ITEMS

NET CASH FLOW

DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (i.e.. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME:  Comments

EXPENSE:  Comments

CAPITAL ITEMS:  Comments
<PAGE>



                                    EXHIBIT S

                 FORM OF OPERATING STATEMENT ANALYSIS REPORT



<PAGE>
                 COMMERCIAL OPERATING STATEMENT ANALYSIS REPORT
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>
PROPERTY OVERVIEW
  PROSPECTUS ID
  Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc. (1)                                specify annual/per unit...
  Year of Operations                             UNDERWRITING    MM/DD/YY    MM/DD/YY    MM/DD/YY    MM/DD/YY
                                                 ------------    --------    --------    --------    --------
  <S>                                            <C>             <C>         <C>         <C>         <C>
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents,
    excl. Leasing Commission and TI's
</FN>
</TABLE>

<TABLE>
<CAPTION>
INCOME:                                                                                                   (prcdng yr  (prcdng yr
  Number of Mos. Covered                                                                                   to base)   to 2nd prcdng)
  Period Ended                  UNDERWRITING  3RD PRECEDING  2ND PRECEDING    PRECEDING YR.    TTM/YTD(2)  YYYY-U/W    YYYY-YYYY
  Statement Classification(yr)    BASE LINE                                (fm NOI Adj Sheet) AS OF / /XX  VARIANCE    VARIANCE
                                ------------  -------------  ------------- ------------------ -----------  ---------  -------------
  <S>                           <C>           <C>            <C>           <C>                <C>          <C>         <C>
  Gross Potential Rent (3)
     Less: Vacancy Loss
                      OR
  Base Rent (3)
  Expense Reimbursement
  Percentage Rent
  Parking Income
  Other Income

*EFFECTIVE GROSS INCOME

<FN>
(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
(3) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $amt for Vacancy Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Janitorial
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent
*TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

*NET OPERATING INCOME

  Leasing Commissions
  Tenant Improvements
  Capital Expenditures
  Extraordinary Capital Expenditures
*TOTAL CAPITAL ITEMS

*NET CASH FLOW

DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (ie. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
  Loan Periodic Update File.  Note that information for multiple property loans
  must be consolidated (if available) for reporting to the CMSA Loan Periodic
  Update file.
<PAGE>

  MULTIFAMILY OPERATING STATEMENT ANALYSIS REPORT (includes Mobile Home Parks)
                                 AS OF MM/DD/YY
<TABLE>
PROPERTY OVERVIEW
<CAPTION>
  PROSPECTUS ID
  Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc. (1)                                specify annual/per unit...
  Year of Operations                             UNDERWRITING    MM/DD/YY    MM/DD/YY    MM/DD/YY    MM/DD/YY
                                                 ------------    --------    --------    --------    --------
  <S>                                            <C>             <C>         <C>         <C>         <C>
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents.
</FN>
</TABLE>

<TABLE>
<CAPTION>
INCOME:                                                                                                   (prcdng yr  (prcdng yr
  Number of Mos. Covered                                                                                   to base)   to 2nd prcdng)
  Period Ended                  UNDERWRITING  3RD PRECEDING  2ND PRECEDING    PRECEDING YR.    TTM/YTD(2)  YYYY-U/W    YYYY-YYYY
  Statement Classification(yr)    BASE LINE                                (fm NOI Adj Sheet) AS OF / /    VARIANCE    VARIANCE
                                ------------  -------------  ------------- ------------------ -----------  ---------  -------------
  <S>                           <C>           <C>            <C>           <C>                <C>          <C>         <C>
  Gross Potential Rent (3)
     Less: Vacancy Loss
                      OR
  Base Rent (3)
  Laundry/Vending Income
  Parking Income
  Other Income

*EFFECTIVE GROSS INCOME

<FN>
(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
(3) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $amt for Vacancy Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent
*TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

*NET OPERATING INCOME

  Capital Expenditures
  Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS

*NET CASH FLOW

DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/Debt Service)

*DSCR: (NCF/Debt Service)

SOURCE OF FINANCIAL DATA:
  (ie. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
  Loan Periodic Update File. Note that information for multiple property loans
  must be consolidated (if available) for reporting to the CMSA Loan Periodic
  Update file.
<PAGE>

                   LODGING OPERATING STATEMENT ANALYSIS REPORT
                                 AS OF MM/DD/YY

<TABLE>
PROPERTY OVERVIEW
<CAPTION>
 PROSPECTUS ID
 Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
 Property Name
 Property Type
 Property Address, City, State
 Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
 Year Built/Year Renovated
 Cap Ex Reserve (annually)/per Unit.etc. (1)                                specify annual/per unit...
 Year of Operations                             UNDERWRITING    MM/DD/YY    MM/DD/YY    MM/DD/YY    MM/DD/YY
                                                 ------------    --------    --------    --------    --------
  <S>                                            <C>             <C>         <C>         <C>         <C>
 Occupancy Rate (physical)
 Occupancy Date
 Average Daily Rate
 Rev per Av. Room

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents
</FN>
</TABLE>

<TABLE>
<CAPTION>
INCOME:                                                                                                   (prcdng yr  (prcdng yr
  Number of Mos. Covered                                                                                   to base)   to 2nd prcdng)
  Period Ended                  UNDERWRITING  3RD PRECEDING  2ND PRECEDING    PRECEDING YR.    TTM/YTD(2)  YYYY-U/W    YYYY-YYYY
  Statement Classification(yr)    BASE LINE                                (fm NOI Adj Sheet) AS OF / /    VARIANCE    VARIANCE
                                ------------  -------------  ------------- ------------------ -----------  ---------  -------------
  <S>                           <C>           <C>            <C>           <C>                <C>          <C>         <C>
  Room Revenue
  Food & Beverage Revenues
  Telephone Revenue
  Other Departmental Revenue
  Other Income

*DEPARTMENTAL REVENUE

<FN>
(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
</FN>

OPERATING EXPENSES:
 DEPARTMENTAL
  Room
  Food & Beverage
  Telephone Expenses
  Other Dept. Expenses
DEPARTMENTAL EXPENSES:

DEPARTMENTAL INCOME:

GENERAL/UNALLOCATED
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Franchise Fee
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent
TOTAL GENERAL/UNALLOCATED
(For CMSA files, Total Expenses = Dept. Exp + General Exp.)
  OPERATING EXPENSE RATIO
(=Departmental Revenue/(Dept. Exp. + General Exp.))
  *NET OPERATING INCOME

    Capital Expenditures
    Extraordinary Capital Expenditures
   TOTAL CAPITAL ITEMS

*NET CASH FLOW

 DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (ie. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% DEPT REVENUE, DEPT EXPENSES, GENERAL EXPENSES OR TOTAL CAPITAL
ITEMS.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
  Loan Periodic Update File. Note that information for multiple property loans
  must be consolidated (if available) for reporting to the CMSA Loan Periodic
  Update file.

<PAGE>

                 HEALTHCARE OPERATING STATEMENT ANALYSIS REPORT
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>
PROPERTY OVERVIEW
  Prospectus ID
  Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc. (1)                                specify annual/per unit...
  Year of Operations                             UNDERWRITING    MM/DD/YY    MM/DD/YY    MM/DD/YY    MM/DD/YY
                                                 ------------    --------    --------    --------    --------
  <S>                                            <C>             <C>         <C>         <C>         <C>
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents
</FN>
</TABLE>

<TABLE>
INCOME:                                                                                                   (prcdng yr  (prcdng yr
  Number of Mos. Covered                                                                                   to base)   to 2nd prcdng)
  Period Ended                  UNDERWRITING  3RD PRECEDING  2ND PRECEDING    PRECEDING YR.    TTM/YTD(2)  YYYY-U/W    YYYY-YYYY
  Statement Classification(yr)    BASE LINE                                (fm NOI Adj Sheet) AS OF / /    VARIANCE    VARIANCE
                                ------------  -------------  ------------- ------------------ -----------  ---------  -------------
  <S>                           <C>           <C>            <C>           <C>                <C>          <C>         <C>
  Room Revenue
  Gross Potential Rent (3)
   Less: Vacancy Loss
                      OR
  Private Pay (3)
  Medicare/Medicaid

  Nursing/Medical Income
  Meals Income
  Other Income

*EFFECTIVE GROSS INCOME

<FN>
(2) Servicer will not be expected to "Normalize" these TTM/YTD numbers.

(3) Use either Gross Potential (with Vacancy Loss) or
    Private Pay/Medicare/Medicaid; use negative $amt for Vacancy Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Room expense - housekeeping
  Meal expense
  Other Expenses
  Ground Rent
*TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

*NET OPERATING INCOME

  Capital Expenditures
  Extraordinary Capital Expenditures
 TOTAL CAPITAL ITEMS

*NET CASH FLOW

 DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (ie. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
  Loan Periodic Update File. Note that information for multiple property loans
  must be consolidated (if available) for reporting to the CMSA Loan Periodic
  Update file.

<PAGE>

<TABLE>
<CAPTION>
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------

     REVENUE LEGEND
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
GPR  Gross Potential Rent        x            x           x          x           x           x           x                   x
VAC  Vacancy Loss                x            x           x          x           x           x           x                   x
BR   Base Rent                   x            x           x          x           x           x           x
ER   Expense Reimbursements                               x          x           x           x
PR   Percentage Rent                                                 x                       x
LV   Laundry/Vending Income      x            x
PI   Parking Income              x                        x          x                       x
OI   Other Income                x            x           x          x           x           x           x          x        x
RMRV Room Revenue                                                                                                   x
FBV  Food & Bev Revenues                                                                                            x
TLRV Telephone Revenue                                                                                              x        x
ODR  Other Departmental Revenue                                                                                     x
PRI  Private Pay                                                                                                             x
MED  Medicare/Medicaid Revenues                                                                                              x
NUR  Nursing/Medical Income                                                                                                  x
MLS  Meals Income                                                                                                            x
</TABLE>

<TABLE>
<CAPTION>
REVENUE LINE ITEMS
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
Application Fees                OI           OI           OI         OI         OI          OI          OI       ********* *********
Bad Debt                     ELIMINATE    ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE  ELIMINATE    ELIMINATE ELIMINATE
Base Rent                       BR           BR           BR         BR         BR          BR          BR       ********* *********
Beverage Revenue              *********   *********    *********  *********  *********   *********   *********     FBV     *********
Box & Lock Sales              *********   *********    *********  *********  *********   *********      OI       ********* *********
Cable                           OI           OI        *********  *********  *********   *********   *********   ********* *********
CAM                           *********   *********       ER         ER      *********      ER       *********   ********* *********
Club House Rental               OI           OI        *********  *********  *********   *********   *********   ********* *********
Concessions                     VAC          VAC          VAC        VAC        VAC         VAC         VAC      *********    VAC
Employee Rent                   BR           BR        *********  *********  *********   *********   *********   ********* *********
Escalation Income             *********      BR           BR         BR         BR          BR          BR       ********* *********
Food & Beverage Revenues      *********   *********    *********  *********  *********   *********   *********     FBV        MLS
Forfeited Security Deposits     OI           OI           OI         OI         OI          OI          OI         OI         OI
Gain on Sale                  ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Garage                          PI           PI           PI         PI      *********      PI       *********     OI         OI
Gross Potential Rent            GPR          GPR          GPR        GPR        GPR         GPR         GPR      *********    GPR
Gross Rent                      BR           BR           BR         BR         BR          BR          BR       ********* *********
Insurance Proceeds            ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Interest Income               ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Laundry                         LV           LV        *********     OI      *********      OI       *********   ********* *********
Laundry/Vending                 LV           LV        *********     OI      *********      OI       *********   ********* *********
Meals Income                  *********   *********    *********  *********  *********   *********   *********   *********    MLS
Medicare/Medicaid Revenues    *********   *********    *********  *********  *********   *********   *********   *********    MED
Miscellaneous Income            OI           OI           OI         OI         OI          OI          OI         OI         OI
Mobile Home Sales             *********   ELIMINATE    *********  *********  *********   *********   *********   ********* *********
NSF Fees                        OI           OI           OI         OI         OI          OI          OI         OI         OI
Nursing/Medical               *********   *********    *********  *********  *********   *********   *********   *********    NUR
Other Departmental Revenues   *********   *********    *********  *********  *********   *********   *********     ODR     *********
Other Income                    OI           OI           OI         OI         OI          OI          OI         OI         OI
Pad Rental                    *********      BR        *********  *********  *********   *********   *********   ********* *********
Parking Income                  PI           PI           PI         PI         OI          PI          OI         OI         OI
Past Tenants Rent             ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Percentage Rent               *********   *********    *********     PR      *********      PR       *********   ********* *********
Prepaid Rent                  ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Private Pay                   *********   *********    *********  *********  *********   *********   *********   *********    PRI
Reimbursments                   OI           OI           ER         ER         ER          ER       *********   ********* *********
Rent                            BR           BR           BR         BR         BR          BR          BR       ********* *********
Rent Loss                     ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Rent on Park Owned Homes      *********      BR        *********  *********  *********   *********   *********   ********* *********
Room Revenue                  *********   *********    *********  *********  *********   *********   *********     RMRV    *********
Sales                           OI           OI           OI         OI      *********   *********   *********   ********* *********
Security Deposits Collected   ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ********* *********
Security Deposits Returned    ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ********* *********
Storage                         OI           OI           OI         OI         OI          OI          OI       ********* *********
Tax Reimb                     *********   *********       ER         ER         ER          ER       *********   ********* *********
Telephone Commissions         *********   *********    *********  *********  *********   *********   *********     TLRV    *********
Telephone Revenue             *********   *********    *********  *********  *********   *********   *********     TLRV    *********
Temporary Tenants               OI           OI           OI         OI         OI          OI          OI       ********* *********
Utilities                     *********   ********        ER         ER         ER          ER       *********   ********* *********
Vacancy Loss                    VAC          VAC          VAC        VAC        VAC         VAC         VAC        VAC        VAC
Vending                         LV           LV           OI         OI         OI          OI          OI         OI         OI
</TABLE>

<PAGE>

                         CMSA INVESTOR REPORTING PACKAGE
                          MASTER CODING MATRIX (CONT'D)

<TABLE>
<CAPTION>
                                                                            COMMERCIAl
                                                                            ----------
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------

       EXPENSE LEGEND
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
RET    Real Estate Taxes           x            x           x          x           x           x           x          x        x
PINS   Property Insurance          x            x           x          x           x           x           x          x        x
UTL    Utilities                   x            x           x          x           x           x           x          x        x
R&M    Repairs and Maintenance     x            x           x          x           x           x           x          x        x
FFEE   Franchise Fees                                                                                                 x
JAN    Janitorial                                           x          x           x           x
MFEE   Management Fees             x            x           x          x           x           x           x          x        x
P&B    Payroll & Benefits          x            x           x          x           x           x           x          x        x
A&M    Advertising & Marketing     x            x           x          x           x           x           x          x        x
PFEE   Professional Fees           x            x           x          x           x           x           x          x        x
G&A    General and Administrative  x            x           x          x           x           x           x          x        x
OEXP   Other Expenses              x            x           x          x           x           x           x          x        x
GDR    Ground Rent                 x            x           x          x           x           x           x          x        x
RMSE   Room Expense (Departmental)
RMSHK  Room Expense - Housekeeping                                                                                             x
F&B    Food & Beverage (Departmental)                                                                                 x
MLSE   Meals Expense                                                                                                           x
DTEL   Telephone (Departmental)                                                                                       x
ODE    Other Departmental Expense                           x          x           x           x           x
LC     Leasing Commissions                                  x          x           x           x           x
TI     Tenant Improvements
CAPEX  Capital Expenditures        x            x           x          x           x           x           x          x        x
ECAPEX Extraordinary Capital       x            x           x          x           x           x           x          x        x
         Expenditures
</TABLE>

<TABLE>
<CAPTION>
EXPENSE LINE ITEMS
                                                                            COMMERCIAl
                                                                            ----------
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
401K                            P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Accounting Fees                 PFEE         PFEE         PFEE       PFEE       PFEE        PFEE        PFEE       PFEE       PFEE
Administrative Fee              G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Advalorem Tax                   G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Advertising                     A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Advertising & Marketing         A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Alarm System                    G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Amortization                 ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Ancillary Expense               OEXP         OEXP         OEXP       OEXP       OEXP        OEXP        OEXP       OEXP       OEXP
Answering Service               G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Apartment Finder/Guide          A&M      *********    *********  *********  *********   *********   *********    ********* *********
Asset Management Fees           MFEE         MFEE         MFEE       MFEE       MFEE        MFEE        MFEE       MFEE       MFEE
Auto Repairs                    G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Bad Debt                     ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Bank Charges                    G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Banners                         A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Bonuses                         P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Bookkeeping Fees                PFEE         PFEE         PFEE       PFEE       PFEE        PFEE        PFEE       PFEE       PFEE
Brochures                       A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Business License                G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Cable                           G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
CAM                             R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Capital Expenditures           CAPEX        CAPEX        CAPEX      CAPEX      CAPEX       CAPEX       CAPEX      CAPEX      CAPEX
Cleaning                        R&M          R&M          JAN        JAN        JAN         JAN         R&M        R&M       RMSHK
Commissions                     G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Computer Repairs                G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Contract Work                   P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Courtesy Patrol                 G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Credit Card Fees             *********   *********    *********  *********  *********   *********   *********      G&A     *********
Credit Check                    G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Depreciation                 ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Education                       G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Electrical                      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Electricity                     UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Elevator                        R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Employee Benefits               P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Employee Insurance              P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Entertainment                   G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Eviction Expense                G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Extraordinary Capital          ECAPEX      ECAPEX       ECAPEX     ECAPEX     ECAPEX      ECAPEX      ECAPEX     ECAPEX      ECAPEX
  Expenditures
Exterminating Service           R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
FF & E Reserve                 CAPEX        CAPEX        CAPEX      CAPEX      CAPEX       CAPEX       CAPEX      CAPEX      CAPEX
FICA                            P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Financing Fees               ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Flood Insurance                 PINS         PINS         PINS       PINS       PINS        PINS        PINS       PINS       PINS
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                         CMSA INVESTOR REPORTING PACKAGE
                          MASTER CODING MATRIX (CON'T)

EXPENSE LINE ITEMS
(CONTINUED)
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
Floor Covering Replacement      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Food & Beverage Expense       *********   *********    *********  *********  *********   *********   *********     F&B     *********
  (Departmental)
Franchise Fees                *********   *********    *********  *********  *********   *********   *********     FFEE    *********
Freight & Shipping              G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Gas                             UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
General & Administrative        G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Ground Rent                     GDR          GDR          GDR        GDR        GDR         GDR         GDR        GDR        GDR
Hazard Liability                PINS         PINS         PINS       PINS       PINS        PINS        PINS       PINS       PINS
Health Benefits                 P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
HVAC                            R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Insurance                       PINS         PINS         PINS       PINS       PINS        PINS        PINS       PINS       PINS
Interest                     ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Janitorial                      R&M          R&M          JAN        JAN        JAN        JAN      *********    *********   RMSHK
Land Lease                      GDR          GDR          GDR        GDR        GDR         GDR         GDR        GDR        GDR
Landscaping (Exterior)          R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Landscaping/Plants (Interior)   R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Leased Equipment                G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Leasing Comissions           *********   *********        LC         LC         LC          LC          LC       ********* *********
Leasing Office Expense          G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Legal Fees                      PFEE         PFEE         PFEE       PFEE       PFEE        PFEE        PFEE       PFEE       PFEE
Licenses                        G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Life Insurance               ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Life Safety                     G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Loan Principal               ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Locks/Keys                      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Maid Service                    R&M          R&M          JAN        JAN        JAN         JAN     *********    *********   RMSHK
Make Ready                      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Management Fees                 MFEE         MFEE         MFEE       MFEE       MFEE        MFEE        MFEE       MFEE       MFEE
Manager Salaries                P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Marketing                       A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Meals Expense                *********   *********    *********  *********  *********   *********   *********      FMB        MLSE
Mechanical                      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Media Commissions               A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Mileage                         G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Miscellaneous                   OEXP         OEXP         OEXP       OEXP       OEXP        OEXP        OEXP       OEXP       OEXP
Miscellaneous G & A             G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Model Apartment                 G&A      *********    *********  *********  *********   *********
Newspaper                       A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Office Supplies                 G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Other Departmental Expense   *********   *********    *********  *********  *********   *********   *********      ODE     *********
Other Expenses                  OEXP         OEXP         OEXP       OEXP       OEXP        OEXP        OEXP       OEXP       OEXP
Owners Draw                  ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Painting                        R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Parking Lot                     R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Partnership Fees             ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Payroll & Benefits              P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Payroll Taxes                   P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Permits                         G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Personal Property Taxes         G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Pest Control                    R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Plumbing                        R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Pool                            R&M          R&M      *********  *********  *********       R&M     *********      R&M        R&M
Postage                         G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Printing                        G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Professional Fees               PFEE         PFEE         PFEE       PFEE       PFEE        PFEE        PFEE       PFEE       PFEE
Promotions                      A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Property Insurance              PINS         PINS         PINS       PINS       PINS        PINS        PINS       PINS       PINS
Real Estate Taxes               RET          RET          RET        RET        RET         RET         RET        RET        RET
Repair Escrow                  CAPEX        CAPEX        CAPEX      CAPEX      CAPEX       CAPEX       CAPEX      CAPEX      CAPEX
Repairs & Maintenance           R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Room Expense (Departmental)   *********   *********    *********  *********  *********   *********   *********     RMSE    *********
Room Expense-Housekeeping     *********   *********    *********  *********  *********   *********   *********     RMSE    ***RMSHK*
Rubbish Removal                 R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Salaries                        P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Scavenger                       R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Security                        G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Sewer                           UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Signage                         A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Snow Removal                    R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Subscriptions/Dues              G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Telephone                       G&A          G&A          G&A        G&A        G&A         G&A         G&A      *********    G&A
Telephone (Departmental)      *********   *********    *********  *********  *********   *********   *********     DTEL    *********
Temporary Help                  P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
</TABLE>

<PAGE>

                         CMSA INVESTOR REPORTING PACKAGE
                          MASTER CODING MATRIX (CON'T)

<TABLE>
<CAPTION>
EXPENSE LINE ITEMS
(CONTINUED)
                                                                            COMMERCIAl
                                                                            ----------
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
Tenant Improvements           *********   ********        TI         TI         TI          TI          TI       ********* *********
Trash Removal                   UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Travel                          G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Turnover                        R&M          R&M          TI         TI         TI          TI          TI       *********    R&M
Unemployment Insurance          P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Uniform Service                 G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Utilities                       UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Utility Vehicle                 G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Vehicle Lease                   G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Water                           UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Worker's Comp                   P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Yellow Pages                    A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
</TABLE>

<PAGE>



                                    EXHIBIT T

                FORM OF INTERIM DELINQUENT LOAN STATUS REPORT




<PAGE>


                        CMSA INVESTOR REPORTING PACKAGE
                         DELINQUENT LOAN STATUS REPORT
                              as of ______________
                              (Loan Level Report)


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


               S4             L8
           ----------    ------------     -------------------------
              LOAN           PAID
           PROSPECTUS        THRU                 COMMENTS
               ID            DATE
           ----------    ------------     -------------------------

           Loan(s) Delinquent as of Month End









<PAGE>



                                    EXHIBIT U

                     FORM OF CMSA LOAN PERIODIC UPDATE FILE





<PAGE>



                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION

                        CMSA "LOAN PERIODIC" UPDATE FILE

                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"

<TABLE>
<CAPTION>
----------------------------------------------    ---------------------------------------------------------------------------------

SPECIFICATION                                     DESCRIPTION/COMMENTS
----------------------------------------------    ---------------------------------------------------------------------------------
<S>                                               <C>
Acceptable Media Types                            Magnetic Tape, Diskette, Electronic Transfer
Character Set                                     ASCII
Field Delineation                                 Comma
Density (Bytes-Per-Inch)                          1600 or 6250
Magnetic Tape Label                               None (unlabeled)
Magnetic Tape Blocking Factor                     10285 (17 records per block)
Physical Media Label                              Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch);
                                                    Blocking Factor; Record Length
Return Address Label                              Required for return of physical media (magnetic tape or diskette)
----------------------------------------------    ---------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                FIELD                 FORMAT
       FIELD NAME                               NUMBER   TYPE         EXAMPLE        DESCRIPTION/COMMENTS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>    <C>        <C>              <C>
Transaction Id                                     1      AN         XXX97001      Unique Issue Identification Mnemonic
Group Id                                           2      AN         XXX9701A      Unique Identification Number Assigned To Each
                                                                                     Loan Group Within An Issue
Loan Id                                            3      AN      00000000012345   Unique Servicer Loan Number Assigned To Each
                                                                                     Collateral Item In A Pool
Prospectus Loan Id                                 4      AN           123         Unique Identification Number Assigned To Each
                                                                                     Collateral Item In The Prospectus
Distribution Date                                  5      AN         YYYYMMDD      Date Payments  Made To Certificateholders
Current Beginning Scheduled Balance                6    Numeric     100000.00      Outstanding Sched Prin Bal at Beginning of
                                                                                     current period that is part of the trust
Current Ending Scheduled  Balance                  7    Numeric     100000.00      Outstanding Sched Prin Bal at End of current
                                                                                     period that is part of the trust
Paid To Date                                       8      AN         YYYYMMDD      Date loan is paid through. One frequency < the
                                                                                     date the loan is due for next payment
Current Index Rate                                 9    Numeric        0.09        Index Rate Used In The Determination Of The
                                                                                     Current Period Gross Interest Rate
Current Note Rate                                 10    Numeric        0.09        Annualized Gross Rate Applicable To Calculate
                                                                                     The Current Period Scheduled Interest
Maturity Date                                     11      AN         YYYYMMDD      Date Collateral Is Scheduled To Make Its Final
                                                                                     Payment
Servicer and Trustee Fee Rate                     12    Numeric      0.00025       Annualized Fee Paid To The Servicer And Trustee
Fee Rate/Strip Rate 1                             13    Numeric      0.00001       Annualized Fee/Strip Netted Against Current Note
                                                                                     Rate = Net Rate
Fee Rate/Strip Rate 2                             14    Numeric      0.00001       Annualized Fee/Strip Netted Against Current Note
                                                                                     Rate = Net Rate
Fee Rate/Strip Rate 3                             15    Numeric      0.00001       Annualized Fee/Strip Netted Against Current Note
                                                                                     Rate = Net Rate
Fee Rate/Strip Rate 4                             16    Numeric      0.00001       Annualized Fee/Strip Netted Against Current Note
                                                                                     Rate = Net Rate
Fee Rate/Strip Rate 5                             17    Numeric      0.00001       Annualized Fee/Strip Netted Against Current Note
                                                                                     Rate = Net Rate
Net Rate                                          18    Numeric       0.0947       Annualized Interest Rate Applicable To Calculate
                                                                                     The Current Period Remittance Int.
Next Index Rate                                   19    Numeric        0.09        Index Rate Used In The Determination Of The Next
                                                                                     Period Gross Interest Rate
Next Note Rate                                    20    Numeric        0.09        Annualized Gross Interest Rate Applicable To Calc
                                                                                     Of The Next Period Sch. Interest
Next Rate Adjustment Date                         21      AN         YYYYMMDD      Date Note Rate Is Next Scheduled To Change
Next Payment Adjustment Date                      22      AN         YYYYMMDD      Date Scheduled P&I Amount Is Next Scheduled To
                                                                                     Change
Scheduled Interest Amount                         23    Numeric      1000.00       Scheduled Gross Interest Payment Due For The
                                                                                     Current Period that goes to the trust
Scheduled Principal Amount                        24    Numeric      1000.00       Scheduled Principal Payment Due For The Current
                                                                                     Period that goes to the trust
Total Scheduled P&I Due                           25    Numeric      1000.00       Scheduled Principal & Interest Payment Due For
                                                                                     Current Period for the trust
Neg am/Deferred Interest Amount                   26    Numeric      1000.00       Negative Amortization/Deferred Interest Amount
                                                                                     Due For The Current Period
Unscheduled Principal Collections                 27    Numeric      1000.00       Unscheduled Payments Of Principal Received During
                                                                                     The Related Collection Period
Other Principal Adjustments                       28    Numeric      1000.00       Unscheduled Principal Adjustments For The Related
                                                                                     Collection Period
Liquidation/Prepayment Date                       29      AN         YYYYMMDD      Date Unscheduled Payment Of Principal Received
Prepayment Penalty/Yld Maint Rec'd                30    Numeric      1000.00       Additional Payment Req'd From Borrower Due To
                                                                                     Prepayment Of Loan Prior To Maturity
Prepayment Interest Excess (Shortfall)            31    Numeric      1000.00       Interest Shortfall or Excess as calculated by
                                                                                     Servicer per the Trust documents
Liquidation/Prepayment Code                       32    Numeric         1          See Liquidation/Prepayment Codes Legend
Most Recent ASER Amount                           33    Numeric      1000.00       Appraisal Subordinated Entitlement Reduction -
                                                                                     The difference between a full advance and the
                                                                                     reduced advance is the ASER or as defined in
                                                                                     the Trust documents
Blank                                             34      AN          Blank        Left blank on purpose. (Note: was previously Most
                                                                                     Recent ASER Date. Field not considered
                                                                                     applicable to ASER.)
Cumulative ASER Amount                            35    Numeric      1000.00       Cumulative Appraisal Subordinated Entitlement
                                                                                     Reduction
Actual Balance                                    36    Numeric     100000.00      Outstanding Actual Principal Balance At The End
                                                                                     Of The Current Period
Total P&I Advance Outstanding                     37    Numeric      1000.00       Outstanding P&I Advances At The End Of The
                                                                                     Current Period
Total T&I Advance Outstanding                     38    Numeric      1000.00       Outstanding Taxes & Insurance Advances At The End
                                                                                     Of The Current Period
Other Expense Advance Outstanding                 39    Numeric      1000.00       Other Outstanding Advances At The End Of The
                                                                                     Current Period
Status of Loan                                    40      AN            1          See Status Of Loan Legend
In Bankruptcy                                     41      AN            Y          Bankruptcy Status Of Loan (If In Bankruptcy "Y",
                                                                                     Else "N")
Foreclosure Date                                  42      AN         YYYYMMDD      P27 -  If Multiple properties have the same date
                                                                                     then print that date otherwise leave empty
REO Date                                          43      AN         YYYYMMDD      P28 -  If Multiple properties have the same date
                                                                                     then print that date otherwise leave empty
Bankruptcy Date                                   44      AN         YYYYMMDD      Date Of Bankruptcy
Net Proceeds Received on Liquidation              45    Numeric     100000.00      Net Proceeds Rec'd On Liquidation To Be Remitted
                                                                                     to the Trust per the Trust Documents
Liquidation Expense                               46    Numeric     100000.00      Expenses Associated With The Liq'n To Be Netted
                                                                                     from the Trust per the Trust Documents
Realized Loss to Trust                            47    Numeric      10000.00      Liquidation Balance Less Net Liquidation Proceeds
                                                                                     Received (as defined in Trust documents)
Date of Last Modification                         48      AN         YYYYMMDD      Date Loan Was Modified
Modification Code                                 49    Numeric         1          See Modification Codes Legend
Modified Note Rate                                50    Numeric        0.09        Note Rate Loan Modified To
Modified Payment Rate                             51    Numeric        0.09        Payment Rate Loan Modified To
Preceding Fiscal Year Revenue                     52    Numeric      1000.00       P54 - If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Preceding Fiscal Year Operating Expenses          53    Numeric      1000.00       P55 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Preceding Fiscal Year NOI                         54    Numeric      1000.00       P56 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Preceding Fiscal Year Debt Svc Amount             55    Numeric      1000.00       P57 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Preceding Fiscal Year DSCR (NOI)                  56    Numeric        2.55        P58 - If Multiple properties populate using the
                                                                                     "DSCR Indicator Legend" rule.   Preceding
                                                                                      Fiscal Yr Debt Svc Cvrge Ratio using NOI
Preceding Fiscal Year Physical Occupancy          57    Numeric        0.85        P59 - If Multiple properties, Use weighted
                                                                                     average by using the calculation [ Current
                                                                                     Allocated % (Prop) * Occupancy (Oper) ] for
                                                                                     each Property, if missing any then leave empty
Preceding Fiscal Year Financial As of Date        58      AN         YYYYMMDD      P53 - If Multiple properties and all the same
                                                                                     then print the date, if missing any then leave
                                                                                     empty
Second Preceding Fiscal Year Revenue              59    Numeric      1000.00       P61 - If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Second Preceding Fiscal Year Operating Expenses   60    Numeric      1000.00       P62 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Second Preceding Fiscal Year NOI                  61    Numeric      1000.00       P63 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Second Preceding Fiscal Year Debt Service Amount  62    Numeric      1000.00       P64 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Second Preceding Fiscal Year DSCR (NOI)           63    Numeric        2.55        P65 - If Multiple properties populate using the
                                                                                     "DSCR Indicator Legend" rule.   Second
                                                                                     Preceding Fiscal Year Debt Service Coverage
                                                                                     Ratio using NOI
Second Preceding Fiscal Year Physical Occupancy   64    Numeric        0.85        P66 - If Multiple properties, Use weighted
                                                                                     average by using the calculation [ Current
                                                                                     Allocated % (Prop) * Occupancy (Oper) ] for
                                                                                     each Property, if missing any then leave empty
Second Preceding Fiscal Year Financial As of Date 65      AN         YYYYMMDD      P60 - If Multiple properties and all the same
                                                                                     then print the date, if missing any then leave
                                                                                     empty
Most Recent Revenue                               66    Numeric      1000.00       P68 - If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Most Recent Operating Expenses                    67    Numeric      1000.00       P69 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Most Recent NOI                                   68    Numeric      1000.00       P70 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Most Recent Debt Service Amount                   69    Numeric      1000.00       P71 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Most Recent DSCR (NOI)                            70    Numeric        2.55        P72 - If Multiple properties populate using the
                                                                                     "DSCR Indicator Legend" rule.   Most Recent
                                                                                     Debt Service Coverage Ratio using NOI
Most Recent Physical Occupancy                    71    Numeric        0.85        P29 - If Multiple properties, Use weighted
                                                                                     average by using the calculation [ Current
                                                                                     Allocated % (Prop) * Occupancy (Oper) ] for
                                                                                     each Property, if missing any then leave empty
Most Recent Financial As of Start Date            72      AN         YYYYMMDD      P73 - If Multiple properties and all the same
                                                                                     then print the date, if missing any then leave
                                                                                     empty
Most Recent Financial As of End Date              73      AN         YYYYMMDD      P74 - If Multiple properties and all the same
                                                                                     then print the date, if missing any then leave
                                                                                     empty
Most Recent Appraisal Date                        74      AN         YYYYMMDD      P24 - If Multiple properties and all the same
                                                                                     then print the date, if missing any then leave
                                                                                     empty
Most Recent Appraisal Value                       75    Numeric     100000.00      P25 - If Multiple properties then sum the value,
                                                                                     if missing any then leave empty
Workout Strategy Code                             76    Numeric         1          See Workout Strategy Codes Legend
Most Recent Special Servicer Transfer Date        77      AN         YYYYMMDD      Date Transferred To The Special Servicer
Most Recent Master Servicer Return Date           78      AN         YYYYMMDD      Date Returned To The Master Servicer or Primary
                                                                                     Servicer
Date Asset Expected to Be Resolved or Foreclosed  79      AN         YYYYMMDD      P26 - If Multiple properties then print the
                                                                                     latest date from the affiliated properties.
                                                                                     If in Foreclosure - Expected Date of
                                                                                     Foreclosure and if REO - Expected Sale Date.
Blank                                             80      AN          Blank        Left blank on purpose. (Note : was previously
                                                                                     Year Renovated.  Use the Property File field
                                                                                     15 instead)
Current Hyper Amortizing Date                     81      AN         YYYYMMDD      S79 - Current Anticipated Repayment Date.  Date
                                                                                     will be the same as setup file unless the loan
                                                                                     is modified and a new date assigned
Most Recent Financial Indicator                   82      AN          T or Y       P75 - T= Trailing 12 months Y = Year to Date,
                                                                                     Check Start & End Date Applies to field L66 to
                                                                                     L73.  If Multiple properties and all the same
                                                                                     then print the value, if missing any or if the
                                                                                     values are not the same, then leave empty
Last Setup Change Date                            83      AN         YYYYMMDD      S82 - Distribution Date that information changed
                                                                                    last in the setup file by loan
Last Loan Contribution Date                       84      AN         YYYYMMDD      Date the loan was contributed
Last Property Contribution Date                   85      AN         YYYYMMDD      P67 - Date the latest property or properties were
                                                                                     contributed.  For Multiple properties print the
latest date from the affiliated properties
Number of Properties                              86    Numeric       13.00        S54 - The Number of Properties Underlying the
                                                                                     Mortgage Loan
Preceding Year DSCR Indicator                     87      AN           Text        Flag used to explain how the DSCR was calculated
                                                                                     when there are multiple properties.  See DSCR
                                                                                     Indicator Legend.
Second Preceding Year DSCR Indicator              88      AN           Text        Flag used to explain how the DSCR was calculated
                                                                                     when there are multiple properties.  See DSCR
                                                                                     Indicator Legend.
Most Recent  DSCR Indicator                       89      AN           Text        Flag used to explain how the DSCR was calculated
                                                                                     when there are multiple properties.  See DSCR
                                                                                     Indicator Legend.
NOI/NCF Indicator                                 90      AN           Text        Indicates how NOI or Net Cash Flow was calculated
                                                                                     should be the same for each financial period.
                                                                                     See NOI/NCF Indicator Legend. P84 - If Multiple
                                                                                     Properties and all the same then print value,
                                                                                     if missing any or if the values are not the
                                                                                     same, then leave empty.
Date of Assumption                                91      AN         YYYYMMDD      Date the loan last assumed by a new borrower-
                                                                                     empty if never assumed
Preceding Fiscal Year NCF                         92    Numeric      1000.00       P78 - Preceding Fiscal Year Net Cash Flow related
                                                                                     to Financial As of Date L58.  If Multiple
                                                                                     properties then sum the value, if missing any
                                                                                     then populate using the "DSCR Indicator Legend"
                                                                                     rule
Preceding Fiscal Year DSCR (NCF)                  93    Numeric        2.55        P79 - Preceding Fiscal Yr Debt Service Coverage
                                                                                     Ratio using NCF related to Financial As of Date
                                                                                     L58.   If Multiple properties populate using
                                                                                     the "DSCR Indicator Legend" rule.
Second Preceding Fiscal Year NCF                  94    Numeric      1000.00       P80 - Second Preceding Fiscal Year Net Cash Flow
                                                                                     related to Financial As of Date L65.   If
                                                                                     Multiple properties then sum the value, if
                                                                                     missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Second Preceding Fiscal Year DSCR (NCF)           95    Numeric        2.55        P81 - Second Preceding Fiscal Year Debt Service
                                                                                     Coverage Ratio using Net Cash Flow related to
                                                                                     Financial As of Date L65.   If Multiple
                                                                                     properties populate using the "DSCR Indicator
                                                                                     Legend" rule.
Most Recent NCF                                   96    Numeric      1000.00       P82 - Most Recent Net Cash Flow related to
                                                                                     Financial As of Ending Date L73.   If Multiple
                                                                                     properties then sum the value, if missing any
                                                                                     then populate using the "DSCR Indicator Legend"
                                                                                     rule
Most Recent DSCR (NCF)                            97    Numeric      1000.00       P83 - Most Recent Debt Service Coverage Ratio
                                                                                     using Net Cash Flow related to Financial As of
                                                                                     Ending Date L73.  If Multiple properties
                                                                                     populate using the "DSCR Indicator Legend"
                                                                                     rule.
Defeasance Status                                 98      AN           Text        See Defeasance Status Legend
ARA Amount                                        99    Numeric      1000.00       Appraisal Reduction Amount - Excess of the
                                                                                     principal balance over the defined appraisal
                                                                                      % or as defined in the trust documents
ARA Date                                         100      AN         YYYYMMDD      Date of appraisal used to calculate ARA
Credit Tenant Lease                              101      AN            Y          S87 - Y=Yes,  N=No
</TABLE>
<PAGE>


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION

                        CMSA "LOAN PERIODIC" UPDATE FILE

                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"




-----------------------------------------
        WORKOUT STRATEGY CODE
               LEGEND
-----------------------------------------

 1   Modification
 2   Foreclosure
 3   Bankruptcy
 4   Extension
 5   Note Sale
 6   DPO
 7   REO
 8   Resolved
 9   Pending Return to Master Servicer
10   Deed In Lieu Of Foreclosure
11   Full Payoff
12   Reps and Warranties
13   Other or TBD
------------------------------------------

------------------------------------------
      LIQUIDATION/PREPAYMENT CODE
                 LEGEND
 -----------------------------------------
 1   Partial Liq'n (Curtailment)
 2   Payoff Prior To Maturity
 3   Disposition
 4   Repurchase/ Substitution
 5   Full Payoff At Maturity
 6   DPO
 7   Liquidation
 8   Payoff w/ penalty
 9   Payoff w/ yield Maintenance
10   Curtailment w/ Penalty
11   Curtailment w/ Yield Maintenance
------------------------------------------

------------------------------------------
           DEFEASANCE STATUS
               LEGEND
------------------------------------------
P     Partial Defeasance
F     Full Defeasance
N     No Defeasance Occurred
X     Defeasance not Allowable
------------------------------------------

--------------------------------------------------------------------------------
                             STATUS OF MORTGAGE LOAN
                                     LEGEND
--------------------------------------------------------------------------------

     A             Payment Not Received But Still In Grace Period
     B             Late Payment But Less Than 30 days Delinquent
     0             Current
     1             30-59 Days Delinquent
     2             60-89 Days Delinquent
     3             90+ Days Delinquent
     4             Assumed Scheduled Payment (Performing Matured Balloon)
     7             Foreclosure
     9             REO

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

--------------------------------------------------------------------------------
                                MODIFICATION CODE
                                     LEGEND
--------------------------------------------------------------------------------
     1             Maturity Date Extension
     2             Amortization Change
     3             Principal Write-Off
     4             Combination
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                  SCR INDICATOR
                                     LEGEND
--------------------------------------------------------------------------------
     P             Partial - Not all properties received financials, servicer
                     to leave empty
     A             Average - Not all properties received financials, servicer
                     allocates Debt Service only to properties where financials
                     are received.
     F             Full - All Statements Collected for all properties
     W             Worst Case - Not all properties received financials, servicer
                     allocates 100% of Debt Service to all properties where
                     financials are received.
     N             None Collected - no financials were received
     C             Consolidated - All properties reported on one "rolled up"
                     financial from the borrower
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                NOI/NCF INDICATOR
                                     LEGEND
--------------------------------------------------------------------------------
      CMSA         Calculated using CMSA standard
      PSA          Calculated using a definition given in the PSA
      U/W          Calculated using the underwriting method
--------------------------------------------------------------------------------
<PAGE>



                                   EXHIBIT V-1

               FORM OF CERTIFICATEHOLDER CONFIRMATION CERTIFICATE

                          REQUEST BY BENEFICIAL HOLDER

                                                                  [Date]

Wells Fargo Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, Maryland 21703
Facsimile:  (301) 846-8195
Telephone:  (301) 815-6600
Attention:  Corporate Trust Services (CMBS)

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series 2001-C2
            -------------------------------------------------------------

            In accordance with Section 3.15 of the Pooling and Servicing
Agreement dated as of June 10, 2001 (the "Pooling and Servicing Agreement"),
among First Union Commercial Mortgage Securities, Inc. as depositor (the
"Depositor"), First Union National Bank, as master servicer and as special
servicer, and Wells Fargo Bank Minnesota, N.A., as trustee (in such capacity,
the "Trustee"), with respect to the First Union National Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C2
(the "Certificates"), the undersigned hereby certifies and agrees as follows:

            1. The undersigned is a beneficial owner of the Class ____
      Certificates.

            2. The undersigned is requesting access to the information posted to
      the Trustee's Internet Website pursuant to Section 4.02 of the Pooling and
      Servicing Agreement, or the information identified on the schedule
      attached hereto pursuant to Section 3.15 of the Pooling and Servicing
      Agreement (the "Information").

            3. In consideration of the Trustee's disclosure to the undersigned
      of the Information, the undersigned will keep the Information confidential
      (except from its agents and auditors), and such Information will not,
      without the prior written consent of the Trustee, be disclosed by the
      undersigned or by its officers, directors, partners employees, agents or
      representatives (collectively, the "Representatives") in any manner
      whatsoever, in whole or in part; provided that the undersigned may provide
      all or any part of the Information to any other person or entity that
      holds or is contemplating the purchase of any Certificate or interest
      therein, but only if such person or entity confirms in writing such
      ownership interest or prospective ownership interest and agrees to keep it
      confidential.

            4. The undersigned will not use or disclose the Information in any
      manner which could result in a violation of any provision of the
      Securities Act of 1933, as amended, (the "Securities Act"), or the
      Securities Exchange Act of 1934, as amended, or would require registration
      of any Certificate pursuant to Section 5 of the Securities Act.

            5. The undersigned shall be fully liable for any breach of this
      agreement by itself or any of its Representatives and shall indemnify the
      Depositor, the Trustee, the Master Servicer, the Special Servicer and the
      Trust for any loss, liability or expense incurred thereby with respect to
      any such breach by the undersigned or any of its Representatives.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.




                                       _______________________________________
                                               BENEFICIAL HOLDER OF A
                                                    CERTIFICATE


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Phone:______________________________


<PAGE>



                                   EXHIBIT V-2

                     FORM PROSPECTIVE PURCHASER CERTIFICATE


                                                                  [Date]
Wells Fargo Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, Maryland 21703
Facsimile:  (301) 846-8195
Telephone:  (301) 815-6600
Attention:  Corporate Trust Services (CMBS) - CTS Link Customer Service

      Re:   First Union National Bank Commercial Mortgage Trust
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C2   (the "Certificates")
            ---------------------------------------------------

            In accordance with Section 3.15 of the Pooling and Servicing
Agreement, dated as of June 10, 2001 (the "Pooling and Servicing Agreement"),
among First Union Commercial Mortgage Securities, Inc., as depositor (the
"Depositor"), First Union National Bank as master servicer and as special
servicer, and Wells Fargo Bank Minnesota, N.A. as trustee (in such capacity, the
"Trustee"), with respect to the First Union National Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates"), the undersigned hereby certifies and agrees as follows:

            1. The undersigned is contemplating an investment in the Class __
      Certificates.

            2. The undersigned is requesting access to the information posted to
      the Trustee's Internet Website pursuant to Section 4.02 of the Pooling and
      Servicing Agreement, or the information identified on the schedule
      attached hereto pursuant to Section 3.15 of the Pooling and Servicing
      Agreement (the "Information") for use in evaluating such possible
      investment.

            3. In consideration of the Trustee's disclosure to the undersigned
      of the Information, the undersigned will keep the Information confidential
      (except from its agents and auditors), and such Information will not,
      without the prior written consent of the Trustee, be disclosed by the
      undersigned or by its officers, directors, partners employees, agents or
      representatives (collectively, the "Representatives") in any manner
      whatsoever, in whole or in part.

The undersigned will not use or disclose the Information in any manner which
could result in a violation of any provision of the Securities Act of 1933, as
amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate pursuant to Section 5
of the Securities Act.


<PAGE>

            4. The undersigned shall be fully liable for any breach of this
      agreement by itself or any of its Representatives and shall indemnify the
      Depositor, the Trustee, the Master Servicer, the Special Servicer and the
      Trust for any loss, liability or expense incurred thereby with respect to
      any such breach by the undersigned or any of its Representatives.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.




                                       _________________________________________
                                               [PROSPECTIVE PURCHASER]



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Phone:______________________________


<PAGE>




                                    EXHIBIT W

                          FORM OF CMSA BOND FILE REPORT

<PAGE>
<TABLE>
<CAPTION>


                                                                            CSSA

                                                                   BOND LEVEL FILE LAYOUT
                                                     BOND LEVEL ONLY - REFLECTS DISTRIBUTION STATEMENTS

                                                                   VERSION 1.0 (12/31/98)


--------------------------------------- ------------------  ------------  ----------------------------------------------------------
                                                              FORMAT
             FIELD NAME                      #   TYPE         EXAMPLE                           DESCRIPTION/COMMENTS
-------------------------------------------  -------------  ------------  ----------------------------------------------------------
-------------------------------------------  -------------  ------------  ----------------------------------------------------------
Character Set                                 ASCII
Field Delineation                             Comma
-------------------------------------------  -------------  ------------  ----------------------------------------------------------
-------------------------------------------  -------------  ------------  ----------------------------------------------------------
<S>                                           <C> <C>       <C>           <C>
Transaction Id                                 1     AN        XXX97001   Unique Issue Identification Mnemonic (Consistent With CSSA
                                                                            Periodic Loan File)
Distribution Date                              2     AN        YYYYMMDD   Date Payments  Made To Certificateholders
Record Date                                    3     AN        YYYYMMDD   Date Class Must Be Held As Of To Be Considered Holder Of
                                                                            Record
Class Name/Class Id                            4     AN             A-1   Unique Class Identification Mnemonic
Cusip                                          5     AN       999999AA1   Cusip # (Null If No Cusip Exists)
Original Balance                               6  Numeric    1000000.00   The Class Balance At Inception Of The Issue
Notional Flag                                  7     AN               Y   "Y" For Notional
Beginning Balance                              8  Numeric     100000.00   The Outstanding Principal Balance Of The Class At The
                                                                            Beginning Of The Current Period
Scheduled Principal                            9  Numeric       1000.00   The Scheduled Principal Paid
Unscheduled Principal                         10  Numeric       1000.00   The Unscheduled Principal Paid
Total Principal Distribution                  11  Numeric       1000.00   Total Principal Payment Made
Deferred Interest                             12  Numeric       1000.00   Any Interest Added To The Class Balance Including Negative
                                                                            Amortization
Realized Loss (Gain)                          13  Numeric       1000.00   The Total Realized Loss of (Gain) Allocated
Cumulative Realized Losses                    14  Numeric     100000.00   Realized Losses Allocated Cumulative-To-Date.
Ending Balance                                15  Numeric       1000.00   Outstanding Principal Balance Of The Class At The End Of
                                                                            The Current Period
Current Index Rate                            16  Numeric         0.055   The Current Index Rate Applicable To The Calculation Of
                                                                            Current Period Remittance Interest Rate
Current Remittance Rate / Pass-Through Rate   17  Numeric         0.075   Annualized Interest Rate Applicable To The Calculation Of
                                                                            Current Period Remittance Interest
Accrual Method                                18  Numeric             1   1=30/360, 2=Actual/365, 3=Actual/360,4=Actual/Actual,
                                                                            5=Actual/366
Current Accrual Days                          19  Numeric            30   The Number Of Accrual Days Applicable To The Calculation
                                                                            Of Current Period Remittance Interest
Interest Accrued                              20  Numeric       1000.00   The Amount Of Accrued Interest
Prepayment Penalty/Premium Allocation         21  Numeric       1000.00   Total Amount Of Prepayment Penalties Allocated
Yield Maintenance Allocation                  22  Numeric       1000.00   Total Amount Of Yield Maintenance Penalties Allocated
Other Interest Distribution                   23  Numeric       1000.00   Other Specific Additions To Interest
Prepayment Interest Shortfall                 24  Numeric       1000.00   Total Interest Adjustments For PPIS
Appraisal Reduction Allocation                25  Numeric       1000.00   Total Current Appraisal Reduction Allocated
Other Interest Shortfall                      26  Numeric       1000.00   Total Interest Adjustments Other Than PPIS
Total Interest Distribution                   27  Numeric       1000.00   The Total Interest Payment Made
Cumulative Appraisal Reduction                28  Numeric       1000.00   Total Cumulative Appraisal Reduction Allocated
Cummualtive Prepayment Penalty/Premium
  Allocation                                  29  Numeric       1000.00   Total Amount Of Prepayment Penalties Allocated To Date
CummualtiveYield Maintenance Allocation       30  Numeric       1000.00   Total Amount Of Yield Maintenance Penalties Allocated To
                                                                            Date
Beginning Unpaid Interest Balance             31  Numeric       1000.00   Outstanding Interest Shortfall At The Beginning Of The
                                                                            Current Period
Ending Unpaid Interest Balance                32  Numeric       1000.00   Outstanding Interest Shortfall At The End Of The Current
                                                                            Period
DCR - Original Rating                         33     AN             AAA   The Original Rating Of The Class By Duff & Phelps
DCR - Most Recent Rating                      34     AN             AAA   The Most Recent Rating Of The Class By Duff & Phelps
DCR - Date Transmitted from Rating Agency     35     AN        YYYYMMDD   The Date On Which The Most Recent Rating Was Provided To
                                                                            The Trustee By Duff & Phelps
Fitch - Orignal Rating                        36     AN             AAA   The Original Rating Of The Class By Fitch
Fitch - Most Recent Rating                    37     AN             AAA   The Most Recent Rating Of The Class By Fitch
Fitch - Date Transmitted from Rating Agency   38     AN        YYYYMMDD   The Date On Which The Most Recent Rating Was Provided To
                                                                            The Trustee By Fitch
Moody's - Original Rating                     39     AN             AAA   The Original Rating Of The Class By Moody's
Moody's - Most Recent Rating                  40     AN             AAA   The Most Recent Rating Of The Class By Moody's
Moody's - Date Transmitted from Rating
  Agency                                      41     AN        YYYYMMDD   The Date On Which The Most Recent Rating Was Provided To
                                                                            The Trustee By Moody's
Standard & Poors - Original Rating            42     AN             AAA   The Original Rating Of The Class By Standard & Poors
Standard & Poors - Most Recent Rating         43     AN             AAA   The Most Recent Rating Of The Class By Standard & Poors
Standard & Poors - Date Transmitted from
  Rating Agency                               44     AN        YYYYMMDD   The Date On Which The Most Recent Rating Was Provided To
                                                                            The Trustee By Standard & Poors
-------------------------------------------  -------------  ------------  ----------------------------------------------------------
</TABLE>
<PAGE>




                                    EXHIBIT X

                      FORM OF CMSA COLLATERAL SUMMARY FILE


<PAGE>
<TABLE>
<CAPTION>

                                                                          CSSA

                                                             COLLATERAL SUMMARY FILE LAYOUT
                                             COLLATERAL LEVEL SUMMARY - SUMMARIZES CSSA 100.1 PERIODIC FILE

                                                                 VERSION 1.0 (12/31/98)



---------------------------------------- ----------- ----------- ------------ ------------------------------------------------------
                                         PERIODIC
                                         FIELD                     FORMAT
             FIELD NAME                  REFERENCE # #   TYPE      EXAMPLE                       DESCRIPTION/COMMENTS
---------------------------------------- ----------- ----------- ------------ ------------------------------------------------------
---------------------------------------- ----------- ----------- ------------ ------------------------------------------------------
Character Set                                            ASCII
Field Delineation                                        Comma
---------------------------------------- ----------- ----------- ------------ ------------------------------------------------------
---------------------------------------- ----------- ----------- ------------ ------------------------------------------------------
<S>                                      <C>         <C> <C>     <C>           <C>
Transaction Id                                        1    AN      XXX97001    Unique Issue Identification Mnemonic
Group Id                                              2    AN      XXX97001    Unique Identification Number Assigned To Each Loan
                                                                                 Group Within An Issue
Distribution Date                                     3    AN      YYYYMMDD    Date Payments  Made To Certificateholders
Original Loan Count                                   4  Numeric     100       Number of loans at time of securitization
Ending current period loan count                      5  Numeric      99       Number of loans at end of current period
Ending current period collateral balance    7         6  Numeric  1000000.00   Aggregate scheduled balance of loans at end of
                                                                                 current period
1 month Delinquent - number                           7  Numeric      1        Number of loans one month delinquent
1 month Delinquent - scheduled balance                8  Numeric   1000.00     Scheduled principal balance of loans one month
                                                                                 delinquent
2 months Delinquent - number                          9  Numeric      1        Number of loans two months delinquent
2 months Delinquent - scheduled balance              10  Numeric   1000.00     Scheduled principal balance of loans two months
                                                                                 delinquent
3 months Delinquent - number                         11  Numeric      1        Number of loans three months delinquent
3 months Delinquent - scheduled balance              12  Numeric   1000.00     Scheduled principal balance of loans three months
                                                                                 delinquent
Foreclosure - number                                 13  Numeric      1        Number of loans in foreclosure - overrides loans in
                                                                                 delinquency
Foreclosure - scheduled balance                      14  Numeric   1000.00     Scheduled principal balance of loans in foreclosure -
                                                                                 overrides loans in delinquency
REO - number                                         15  Numeric      1        Number of REOs - overrides loans in delinquency or
                                                                                 foreclosure
REO - scheduled balance                              16  Numeric   1000.00     Book value of REOs - overrrides loans in delinquency
                                                                                 or foreclosure
Specially serviced - number                          17  Numeric      1        Number of specially serviced loans - includes loans
                                                                                 in delinquency, foreclosure, REO
Specially serviced - scheduled balance               18  Numeric   1000.00     Scheduled principal of Specially Serviced loans
In Bankruptcy - number                               19  Numeric      1        Number of loans in bankruptcy - included in
                                                                                 delinquency aging category
In Bankruptcy - scheduled balance                    20  Numeric   1000.00     Scheduled principal balance of loans in bankruptcy -
                                                                                 included in delinquency aging category
Prepaid loans - number                               21  Numeric      1        Number of prepayments in full for the current period
Prepaid loans - principal                            22  Numeric   1000.00     Principal balance of loans prepaid in full for the
                                                                                 current period.
Total unscheduled principal               27+28      23  Numeric   1000.00     Includes prepayments in full, partial pre-payments,
                                                                                 curtailments in the current period
Total Penalty for the period                         24  Numeric   1000.00     The aggregate prepayment or yield maintenance
                                                                                 penalties on the loans for the period.
Current realized losses (gains)            47        25  Numeric   1000.00     Realized losses (gain) in the current period
Cumulative realized losses                           26  Numeric   1000.00     Cumulative realized losses
Appraisal Reduction Amount                 33        27  Numeric   1000.00     Total Current Appraisal Reduction Allocated
Cumulative Appraisal Reduction             35        28  Numeric   1000.00     Total Cumulative Appraisal Reduction Allocated
Total P&I Advance Outstanding              37        29  Numeric   1000.00     Outstanding P&I Advances At The End Of The Current
                                                                                 Period
Total T&I Advance Outstanding              38        30  Numeric   1000.00     Outstanding Taxes & Insurance Advances At The End Of
                                                                                 The Current Period
Other Expense Advance Outstanding          39        31  Numeric   1000.00     Other Outstanding Advances At The End Of The Current
                                                                                 Period
Reserve Balances                                     32  Numeric   1000.00     Balance of cash or equivalent reserve accounts
                                                                                 pledged as credit enhancement
LOC Balances                                         33  Numeric   1000.00     Balance of letter of credit reserve accounts pledged
                                                                                 as credit enhancement
Amortization WAM                                     34  Numeric     333       Weighted average maturity based on amortization term
Maturity WAM                                         35  Numeric     333       Weighted average maturity based on term to maturity
Calculated WAC                                       36  Numeric    0.105      Weighted average coupon used to calculate gross
                                                                                 interest
---------------------------------------- ----------- ----------- ------------ ------------------------------------------------------
</TABLE>
<PAGE>


                                   EXHIBIT Y

                           FORM OF CMSA FINANCIAL FILE




<PAGE>

                       CMSA FINANCIAL FILE SPECIFICATIONS

--------------------------------------------------------------------------------
                                  RECORD LAYOUT
--------------------------------------------------------------------------------

Fields:     Trans ID           From CMSA Loan Setup File, Field #1
            Loan #             From CMSA Property File, Field #2
            Property Seq #     001 - 999
            YYYYMM             Financial Statement Beginning Date
            YYYYMM             Financial Statement Ending Date
            Data Type          See attached values
            Stmt Type          See attached values
            Category Code      See attached values
            Amount             Example : 999999.99 (Enter as an Absolute Value)
--------------------------------------------------------------------------------
Key:        Trans ID
            Loan #
            Property Seq #
            YYYYMM             Financial Statement Ending Date
            Data Type
            Statement Type
            Category Code
--------------------------------------------------------------------------------

                      SAMPLE ASCII PRESENTATION (PREFERRED)

--------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,010GROSRNT,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,020VACANCY,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,030BASERNT,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,160OTHERIN,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,310RETAXES,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,320PROPINS,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,330UTILITI,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,340REPAIRS,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,350JANITOR,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,370MANAGEM,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,380PAYROLL,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,390MARKETI,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,410GENERAL,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,440OTHEREX,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,500TENANTI,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,510CAPEX,999999.99

--------------------------------------------------------------------------------
                         SAMPLE SPREADSHEET PRESENTATION
--------------------------------------------------------------------------------
                          BEGIN     ENDING   DATA  STMT
TRANS ID  LOAN #  PROP #  YYYYMM    YYYYMM   TYPE  TYPE   CATEGORY    AMOUNT
--------------------------------------------------------------------------------

XX97D4    12768-34  001    199901    199903   YTD   NOR    010GROSRNT  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    020VACANCY  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    030BASERNT  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    160OTHERIN  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    310RETAXES  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    320PROPINS  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    330UTILITI  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    340REPAIRS  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    350JANITOR  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    370MANAGEM  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    380PAYROLL  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    390MARKETI  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    410GENERAL  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    440OTHEREX  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    500TENANTI  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    510CAPEX    999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    010GROSRNT  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    020VACANCY  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    030BASERNT  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    160OTHERIN  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    310RETAXES  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    320PROPINS  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    330UTILITI  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    340REPAIRS  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    350JANITOR  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    370MANAGEM  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    380PAYROLL  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    390MARKETI  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    410GENERAL  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    440OTHEREX  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    500TENANTI  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    510CAPEX    999999.99
<PAGE>

<TABLE>
<CAPTION>

                                              CMSA FINANCIAL FILE CATEGORY CODE MATRIX

            ------------------------------------------------------------------------------------------------------
                                                                                 Property Type
                                                                                 -------------

                Code/                                                         Multi-       Health
              Sort Order              Description             Commercial      family        Care        Lodging

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



<S>        <C>              <C>                                 <C>            <C>           <C>          <C>
  INCOME

           010GROSRNT       Gross Potential Rent                  o              o            o
           020VACANCY       Less: Vacancy/Collection Loss         o              o            o
           030BASERNT       Base Rent                             o              o
           040EXPREMB       Expense Reimbursement                 o
           050PCTRENT       Percentage Rent                       o
           060ROOMREV       Room Revenue                                                                    o
           070FOODBEV       Food & Beverage Revenues                                                        o
           080PHONE         Telephone Revenue                                                               o
           090OTHDREV       Other Departmental Revenue                                                      o
           100PVTPAY        Private Pay                                                       o
           110MEDCARE       Medicare/Medicaid                                                 o
           120NURSING       Nursing/Medical Income                                            o
           130MEALS         Meals Income                                                      o
           140LAUNDRY       Laundry/Vending Income                               o
           150PARKING       Parking Income                        o              o
           160OTHERIN       Other Income                          o              o            o             o

EXPENSES

           270ROOMS         Room (Department)                                                               o
           280FOODBEV       Food & Beverage (Departmental)                                                  o
           290PHONE         Telephone Expenses (Departmental)                                               o
           300OTHDEPT       Other Dept. Expenses                                                            o
           310RETAXES       Real Estate Taxes                     o              o            o             o
           320PROPINS       Property Insurance                    o              o            o             o
           330UTILITI       Utilities                             o              o            o             o
           340REPAIRS       Repairs and Maintenance               o              o            o             o
           350JANITOR       Janitorial                            o
           360FRANCHI       Franchise Fee                                                                   o
           370MANAGEM       Management Fees                       o              o            o             o
           380PAYROLL       Payroll & Benefits                    o              o            o             o
           390MARKETI       Advertising & Marketing               o              o            o             o
           400PROFESS       Professional Fees                     o              o            o             o
           410GENERAL       General and Administrative            o              o            o             o
           420ROOMS         Room Expense - Housekeeping                                        o
           430MEALS         Meal expense                                                      o
           440OTHEREX       Other Expenses                        o              o            o             o
           450GROUNDR       Ground Rent                           o              o            o             o

RESRV &
CAPEX

           490LEASING       Leasing Commissions                   o
           500TENANTI       Tenant Improvements                   o
           510CAPEX         Capital Expenditures                  o              o            o             o
           520EXCAPEX       Extraordinary Capital Expenditures    o              o            o             o

</TABLE>

                 --------------------------------------------------------------
                                   DATA TYPES
                 --------------------------------------------------------------
                 YTD        Current Year - Year to Date
                  AN        Annual (prior 12 months' data fiscal year - audited)
                  TR        Trailing 12 months' data
                  UB        Underwriting Base Line

                 --------------------------------------------------------------
                                 STATEMENT TYPES
                 --------------------------------------------------------------
                 BOR        Borrower's Statement (as submitted)
                 ADJ        Adjustments to Borrower's Statement
                 NOR        Normalized Statement (to CMSA format)
<PAGE>




                                   EXHIBIT Z

                          FORM OF CMSA LOAN SETUP FILE


<PAGE>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION

                             CMSA "LOAN SETUP" FILE

                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"

<TABLE>
<CAPTION>
-----------------------------------      -------------------------------------------------------------------------------------------

SPECIFICATION                            DESCRIPTION/COMMENTS
-----------------------------------      -------------------------------------------------------------------------------------------

<S>                                      <C>
Acceptable Media Types                   Magnetic Tape, Diskette, Electronic Transfer
Character Set                            ASCII
Field Delineation                        Comma
Density (Bytes-Per-Inch)                 1600 or 6250
Magnetic Tape Label                      None (unlabeled)
Magnetic Tape Blocking Factor            10285 (17 records per block)
Physical Media Label                     Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking
                                           Factor; Record Length
Return Address Label                     Required for return of physical media (magnetic tape or diskette)
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                              FIELD             FORMAT
       FIELD NAME             NUMBER  TYPE      EXAMPLE        DESCRIPTION/COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>   <C>     <C>              <C>
Transaction Id                   1     AN       XXX97001      Unique Issue Identification Mnemonic
Group Id                         2     AN       XXX9701A      Unique Indentification Number Assigned To Each Loan Group Within
                                                                An Issue
Loan Id                          3     AN    00000000012345   Unique Servicer Loan Number Number Assigned To Each Collateral Item
                                                                In A Pool
Prospectus Loan Id               4     AN         123         Unique Identification Number Assigned To Each Collateral Item In
                                                                The Prospectus
Original Note Amount             5   Numeric   1000000.00     The Mortgage Loan Balance At Inception Of The Note
Original Term Of Loan            6   Numeric      240         Original Number Of Months Until Maturity Of Loan
Original Amortization Term       7   Numeric      360         Original Number Of Months Loan Amortized Over
Original Note Rate               8   Numeric     0.095        The Note Rate At Inception Of The Note
Original Payment Rate            9   Numeric     0.095        Original Rate Payment Calculated On
First Loan Payment Due Date     10     AN       YYYYMMDD      First Payment Date On The Mortgage Loan
Grace Days Allowed              11   Numeric      10          Number Of Days From Due Date Borrower Is Permitted To Remit Payment
Interest Only (Y/N)             12     AN          Y          Y=Yes, N=No
Balloon (Y/N)                   13     AN          Y          Y=Yes, N=No
Interest Rate Type              14   Numeric       1          1=Fixed, 2=Arm, 3=Step, 9=Other
Interest Accrual Method Code    15   Numeric       1          1=30/360, 2=Actual/365, 3=Actual/360, 4=Actual/Actual, 5=Actual/366,
                                                                6=Simple, 7=78's
Interest in Arrears (Y/N)       16     AN          Y          Y=Yes, N=No
Payment Type Code               17   Numeric       1          See Payment Type Code Legend
Prepayment Lock-out End Date    18     AN       YYYYMMDD      Date After Which Loan Can Be Prepaid
Yield Maintenance End Date      19     AN       YYYYMMDD      Date After Which Loan Can Be Prepaid Without Yield Maintenance
Prepayment Premium End Date     20     AN       YYYYMMDD      Date After Which Loan Can Be Prepaid Without Penalty
Prepayment Terms Description    21     AN         Text        Should reflect the information in Annex A or use the format of LO(36),
                                                                YM(28), 7(12), O(3). If manually derived, the Cutoff Date should be
                                                                the start date for period counting.
ARM Index Code                  22     AN          A          See Arm Index Code Legend
First Rate Adjustment Date      23     AN       YYYYMMDD      Date Note Rate Originally Changed
First Payment Adjustment Date   24     AN       YYYYMMDD      Date Payment Originally Changed
ARM Margin                      25   Numeric      0.025       Rate Added To Index Used In The Determination Of The Gross Interest
                                                                Rate
Lifetime Rate Cap               26   Numeric      0.15        Maximum Rate That The Borrower Must Pay On An Arm Loan Per The
                                                                Loan Agreement
Lifetime Rate Floor             27   Numeric      0.05        Minimum Rate That The Borrower Must Pay On An Arm Loan Per The
                                                                Loan Agreement
Periodic Rate Increase Limit    28   Numeric      0.02        Maximum Periodic Increase To The Note Rate Allowed Per The Loan
                                                                Agreement
Periodic Rate Decrease Limit    29   Numeric      0.02        Minimum Periodic Decrease To The Note Rate Allowed Per The Loan
                                                                Agreement
Periodic Pay Adjustment Max-%   30   Numeric      0.03        Max Periodic % Increase To The P&I Payment Allowed Per The Loan
                                                                Agreement
Periodic Pay Adjustment Max-$   31   Numeric     5000.00      Max Periodic Dollar Increase To The P&I Payment Allowed Per The Loan
                                                                Agreement
Payment Frequency               32   Numeric       1          1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually...
Rate Reset Frequency            33   Numeric       1          1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually, 365=Daily
Pay Reset Frequency             34   Numeric       1          1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually, 365=Daily
Rounding Code                   35   Numeric       1          Rounding Method For Sum Of Index Plus Margin (See Rounding Code
                                                                Legend)
Rounding Increment              36   Numeric     0.00125      Used In Conjunction With Rounding Code
Index Look Back In Days         37   Numeric      45          Use Index In Effect X Days Prior To Adjustment Date
Negative Amortization
  Allowed (Y/N)                 38     AN          Y          Y=Yes, N=No
Max Neg Allowed (% Of Orig Bal) 39   Numeric     0.075        Max Lifetime % Increase to the Original Balance Allowed Per The Loan
                                                                Agreement
Maximum Negate Allowed ($)      40   Numeric    25000.00      Max Lifetime Dollar Increase to the Original Balance Allowed Per
                                                                The Loan Agreement
Remaining Term At Contribution  41   Numeric      240         Remaining Number Of Months Until Maturity Of Loan At Cutoff
Remaining Amort Term At
  Contribution                  42   Numeric      360         Remaining Number Of Months Loan Amortized Over At Cutoff
Maturity Date At Contribution   43     AN       YYYYMMDD      The Scheduled Maturity Date Of The Mortgage Loan At Contribution
Scheduled Principal Balance
  At Contribution               44   Numeric   1000000.00     The Scheduled Principal Balance Of The Mortgage Loan At Contribution
Note Rate At Contribution       45   Numeric      0.095       Cutoff Annualized Gross Interest Rate Applicable To The Calculation
                                                                Of Scheduled Interest
Servicer And Trustee Fee Rate   46   Numeric     0.00025      Cutoff Annualized Fee Paid To The Servicer And Trustee
Fee Rate / Strip Rate 1         47   Numeric     0.00001      Cutoff Annualized Fee/Strip Netted Against Current Note Rate =
                                                                Net Rate
Fee Rate / Strip Rate 2         48   Numeric     0.00001      Cutoff Annualized Fee/Strip Netted Against Current Note Rate =
                                                                Net Rate
Fee Rate / Strip Rate 3         49   Numeric     0.00001      Cutoff Annualized Fee/Strip Netted Against Current Note Rate =
                                                               Net Rate
Fee Rate / Strip Rate 4         50   Numeric     0.00001      Cutoff Annualized Fee/Strip Netted Against Current Note Rate =
                                                                Net Rate
Fee Rate / Strip Rate 5         51   Numeric     0.00001      Cutoff Annualized Fee/Strip Netted Against Current Note Rate =
                                                                Net Rate
Net Rate At Contribution        52   Numeric     0.0947       Cutoff Annualized Interest Rate Applicable To The Calculation Of
                                                                Remittance Interest
Periodic P&I Payment At
  Contribution                  53   Numeric     3000.00      The Periodic Scheduled Principal & Interest Payment at Contribution
# Of Properties at
  Contribution                  54   Numeric       13         L86 - The Number Of Properties Underlying The Mortgage Loan
Property Name                   55     AN         Text        P7 - If Multiple properties print "Various"
Property Address                56     AN         Text        P8 - If Multiple properties print "Various"
Property City                   57     AN         Text        P9 - If Multiple properties have the same city then print the city,
                                                                otherwise print "Various".  Missing information print "Incomplete"
Property State                  58     AN         Text        P10 - If Multiple properties have the same state then print the state,
                                                                otherwise print "XX" to represent various. Missing information print
                                                                "ZZ"
Property Zip Code               59     AN         Text        P11 - If Multiple properties have the same zip code then print the zip
                                                                code, otherwise print "Various". Missing information print
                                                                "Incomplete"
Property County                 60     AN         Text        P12 - If Multiple properties have the same county then print the
                                                                county, otherwise print "Various". Missing information print
                                                                "Incomplete"
Property Type Code              61     AN          MF         P13 -  If Multiple properties have the same property type code then
                                                                print the property code, otherwise print "XX" to represent various.
                                                                Missing information print "ZZ"
Net Square Feet At Contribution 62   Numeric     25000        P16 - For Multiple properties, if all the same Property Type, sum the
                                                                values, if missing any leave empty
# Of Units/Beds/Rooms At
  Contribution                  63   Numeric       75         P17 - For Multiple properties, if all the same Property Type, sum the
                                                                values, if missing any leave empty
Year Built                      64     AN         YYYY        P14 - If Multiple properties have the same Year Built then print Year
                                                                Built else leave empty
NOI At Contribution             65   Numeric    100000.00     P47 - If Multiple properties sum the values, if missing any then
                                                                populate using the "DSCR Indicator Legend" rule.   Should match
                                                                the prospectus if available.
DSCR (NOI) At Contribution      66   Numeric      2.11        P48 - If Multiple properties populate using the "DSCR Indicator
                                                                Legend" rule. DSCR At Contribution using NOI.   Should match the
                                                                prospectus if available.
Appraisal Value At Contribution 67   Numeric   1000000.00     P49 -  If Multiple properties sum the values , if missing any then
                                                                leave empty
Appraisal Date At Contribution  68     AN       YYYYMMDD      P50 - If Multiple properties and all the same then print the date, if
                                                                 missing any then leave empty
Physical Occupancy At
  Contribution                  69   Numeric      0.88        P51 -  If Multiple properties, Use weighted average by using the
                                                                calculation [ Current Allocated % (Prop) * Occupancy (Oper) ] for
                                                                each Property, if missing one then leave empty
Revenue At Contribution         70   Numeric   100000.00      P45 -  If Multiple properties then sum the value, if missing any then
                                                                populate using the "DSCR Indicator Legend" rule.  Should match the
                                                                prospectus if available.
Operating Expenses At
  Contribution                  71   Numeric   100000.00      P46 -  If Multiple properties then sum the value, if missing any then
                                                                populate using the "DSCR Indicator Legend" rule.   Should match
                                                                the prospectus if available.
Contribution Financials
  As Of Date                    72     AN       YYYYMMDD      P44 - If Multiple properties and all the same then print the date, if
                                                                missing any then leave empty
Recourse (Y/N)                  73     AN          Y          Y=Yes,  N=No
Ground Lease (Y/S/N)            74     AN          Y          Y=Yes, S=Subordinate, N= No ground lease, P22 - If Multiple properties
                                                                and any one property is "Y" or "S" print  "Y"
Cross-Collateralized Loan
  Grouping                      75     AN        Text         P6 - All Loans With The Same Value Are Crossed, For example : "X02-1"
                                                                would be populated in this field for all related loans, "X02-2"
                                                                would be populated for the next group of related loans.
Collection Of Escrows (Y/N)     76     AN          Y          Y=Yes,  N=No  -  Referring to Taxes and Insurance
Collection Of Other
  Reserves (Y/N)                77     AN          Y          Y=Yes,  N=No -  Referring to Reserves other than Taxes and Insurance.
                                                                If any property has a value > 0 in P23,  this field should be "Y"
Lien Position At Contribution   78   Numeric       1          1=First, 2=Second...
Hyper Amortizing Begin Date     79     AN       YYYYMMDD      L81 - Date used to track Anticipated Repayment Date Loans
Defeasance Option Start Date    80     AN       YYYYMMDD      Date loan can start defeasance
Defeasance Option End Date      81     AN       YYYYMMDD      Date that defeasance ends
Last Setup Change Date          82     AN       YYYYMMDD      L83 - Distribution Date that the information was last changed by loan
NCF At Contribution             83   Numeric    100000.00     P76 - If Multiple properties sum the values, if missing any then
                                                                populate using the "DSCR Indicator Legend" rule.  Net Cash Flow At
                                                                Contribution.   Should match the prospectus if available.
DSCR (NCF) At Contribution      84   Numeric     2.11         P77 - If Multiple properties populate using the "DSCR Indicator
                                                                Legend" rule. DSCR At Contribution using NCF to calculate.  Should
                                                                match the prospectus if available.
DSCR Indicator at Contribution  85     AN        Text         Flag used to explain how the DSCR was calculated when there are
                                                                multiple properties.  See DSCR Indicator Legend.
Loan Contributor to
  Securitization                86     AN        Text         Name of entity ultimately responsible for the reps and warranties of
                                                                the loan contributed
Credit Tenant Lease             87     AN          Y          L101 - Y=Yes,  N=No

</TABLE>
<PAGE>


                                   EXHIBIT AA

                            Initial Companion Holder

First Union National Bank shall be the Initial Companion Holder for all
Companion Loans