<PAGE>
                                                                   Exhibit 4.1


================================================================================



                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 December 1, 2001

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

                                  $978,559,069


                  Commercial Mortgage Pass-Through Certificates

                                 Series 2001-C4



================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
<S>                                                                                                    <C>
ARTICLE I         DEFINITIONS........................................................................     4

    Section 1.01     Defined Terms...................................................................     4

ARTICLE II        CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL
                  ISSUANCE OF CERTIFICATES...........................................................    60

    Section 2.01     Conveyance of Mortgage Loans and the Loan REMIC Interests.......................    60
    Section 2.02     Acceptance of the Trust Fund by Trustee.........................................    62
    Section 2.03     Mortgage Loan Seller's Repurchase or Substitution of Mortgage Loans for
                     Document Defects and Breaches of Representations and Warranties.................    64
    Section 2.04     Representations and Warranties of Depositor.....................................    67
    Section 2.05     Conveyance of Mortgage Loans; Acceptance of REMIC I by Trustee..................    68
    Section 2.06     Execution, Authentication and Delivery of Class R-I Certificates................    68
    Section 2.07     Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee......    69
    Section 2.08     Execution, Authentication and Delivery of REMIC II Certificates.................    69

ARTICLE III       ADMINISTRATION AND SERVICING OF THE TRUST FUND.....................................    69

    Section 3.01     Administration of the Mortgage Loans............................................    69
    Section 3.02     Collection of Mortgage Loan Payments............................................    70
    Section 3.03     Collection of Taxes, Assessments and Similar Items; Servicing Accounts;
                     Reserve Accounts................................................................    72
    Section 3.04     Certificate Account, Interest Reserve Account, Additional Interest Account
                     and Distribution Account........................................................    76
    Section 3.05     Permitted Withdrawals From the Certificate Account, Interest Reserve
                     Account, the Additional Interest Account and the Distribution Account...........    79
    Section 3.06     Investment of Funds in the Servicing Accounts, the Reserve Accounts, the
                     Certificate Account, the Interest Reserve Account, the Distribution Account,
                     the Additional Interest Account and the REO Account.............................    84
    Section 3.07     Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage...    86
    Section 3.08     Enforcement of Alienation Clauses...............................................    88
    Section 3.09     Realization Upon Defaulted Mortgage Loans; Required Appraisals..................    90
    Section 3.10     Trustee and Custodian to Cooperate; Release of Mortgage Files...................    94
    Section 3.11     Servicing Compensation..........................................................    95
    Section 3.12     Property Inspections; Collection of Financial Statements; Delivery of
                     Certain Reports.................................................................    98
</TABLE>


                                      -i-
<PAGE>
<TABLE>
<S>                                                                                                     <C>
    Section 3.13     Annual Statement as to Compliance...............................................   101
    Section 3.14     Reports by Independent Public Accountants.......................................   102
    Section 3.15     Access to Certain Information...................................................   102
    Section 3.16     Title to REO Property; REO Account..............................................   105
    Section 3.17     Management of REO Property......................................................   107
    Section 3.18     Resolution of Defaulted Mortgage Loans and REO Properties.......................   109
    Section 3.19     Additional Obligations of Master Servicer and Special Servicer..................   115
    Section 3.20     Modifications, Waivers, Amendments and Consents.................................   115
    Section 3.21     Transfer of Servicing Between Master Servicer and Special Servicer;
                     Record Keeping..................................................................   121
    Section 3.22     Sub-Servicing Agreements........................................................   124
    Section 3.23     Representations and Warranties of Master Servicer and Special Servicer..........   126
    Section 3.24     Sub-Servicing Agreement Representation and Warranty.............................   129
    Section 3.25     Designation of Controlling Class Representative.................................   129

ARTICLE IV        PAYMENTS TO CERTIFICATEHOLDERs.....................................................   131

    Section 4.01     Distributions...................................................................   131
    Section 4.02     Statements to Certificateholders; CMSA Loan Periodic Update File................   142
    Section 4.03     P&I Advances....................................................................   147
    Section 4.04     Allocation of Realized Losses and Additional Trust Fund Expenses; Allocation
                     of Certificate Deferred Interest; Allocation of Appraisal Reduction Amounts.....   150
    Section 4.05     Calculations....................................................................   151
    Section 4.06     Use of Agents...................................................................   152

ARTICLE V         THE CERTIFICATES...................................................................   152

    Section 5.01     The Certificates................................................................   152
    Section 5.02     Registration of Transfer and Exchange of Certificates...........................   153
    Section 5.03     Book-Entry Certificates.........................................................   158
    Section 5.04     Mutilated, Destroyed, Lost or Stolen Certificates...............................   159
    Section 5.05     Persons Deemed Owners...........................................................   160

ARTICLE VI        THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE CONTROLLING
                  CLASS REPRESENTATIVE...............................................................   160

    Section 6.01     Liability of Depositor, Master Servicer and Special Servicer....................   160
    Section 6.02     Merger, Consolidation or Conversion of Depositor or Master Servicer or
                     Special Servicer................................................................   160
    Section 6.03     Limitation on Liability of Depositor, Master Servicer and Special Servicer......   161
    Section 6.04     Resignation of Master Servicer and the Special Servicer.........................   162
    Section 6.05     Rights of Depositor, and Trustee in Respect of Master Servicer and the
                     Special Servicer................................................................   162
    Section 6.06     Depositor, Master Servicer and Special Servicer to Cooperate with Trustee.......   163
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>                                                                                                     <C>
    Section 6.07     Depositor, Special Servicer and Trustee to Cooperate with Master Servicer.......   163
    Section 6.08     Depositor, Master Servicer and Trustee to Cooperate with Special Servicer.......   163
    Section 6.09     Designation of Special Servicer by the Controlling Class........................   163
    Section 6.10     Master Servicer or Special Servicer as Owner of a Certificate...................   164
    Section 6.11     The Controlling Class Representative............................................   165

ARTICLE VII       DEFAULT............................................................................   167

    Section 7.01     Events of Default...............................................................   167
    Section 7.02     Trustee to Act; Appointment of Successor........................................   171
    Section 7.03     Notification to Certificateholders..............................................   173
    Section 7.04     Waiver of Events of Default.....................................................   173
    Section 7.05     Additional Remedies of Trustee Upon Event of Default............................   173

ARTICLE VIII      CONCERNING THE TRUSTEE.............................................................   174

    Section 8.01     Duties of Trustee...............................................................   174
    Section 8.02     Certain Matters Affecting Trustee...............................................   175
    Section 8.03     Trustee Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans   176
    Section 8.04     Trustee May Own Certificates....................................................   177
    Section 8.05     Fees and Expenses of Trustee; Indemnification of Trustee........................   177
    Section 8.06     Eligibility Requirements for Trustee............................................   178
    Section 8.07     Resignation and Removal of Trustee..............................................   178
    Section 8.08     Successor Trustee...............................................................   180
    Section 8.09     Merger or Consolidation of Trustee..............................................   180
    Section 8.10     Appointment of Co-Trustee or Separate Trustee...................................   180
    Section 8.11     Appointment of Custodians.......................................................   181
    Section 8.12     Appointment of Authenticating Agents............................................   182
    Section 8.13     Access to Certain Information...................................................   183
    Section 8.14     Appointment of REMIC Administrators.............................................   184
    Section 8.15     Representations, Warranties and Covenants of Trustee............................   185
    Section 8.16     Reports to the Securities and Exchange Commission; Available Information........   186
    Section 8.17     Maintenance of Mortgage File....................................................   186

ARTICLE IX        TERMINATION........................................................................   187

    Section 9.01     Termination Upon Repurchase or Liquidation of All Mortgage Loans................   187
    Section 9.02     Additional Termination Requirements.............................................   189

ARTICLE X         ADDITIONAL TAX PROVISIONS..........................................................   190

    Section 10.01    REMIC Administration............................................................   190
    Section 10.02    Grantor Trust Administration....................................................   194

ARTICLE XI        MISCELLANEOUS PROVISIONS...........................................................   196

    Section 11.01    Amendment.......................................................................   196
</TABLE>


                                     -iii-
<PAGE>
<TABLE>
<S>                                                                                                     <C>
    Section 11.02    Recordation of Agreement; Counterparts..........................................   198
    Section 11.03    Limitation on Rights of Certificateholders......................................   199
    Section 11.04    Governing Law...................................................................   199
    Section 11.05    Notices.........................................................................   200
    Section 11.06    Severability of Provisions......................................................   200
    Section 11.07    Grant of a Security Interest....................................................   201
    Section 11.08    Streit Act......................................................................   201
    Section 11.09    Successors and Assigns; Beneficiaries...........................................   201
    Section 11.10    Article and Section Headings....................................................   201
    Section 11.11    Notices to Rating Agencies......................................................   202
    Section 11.12    Complete Agreement..............................................................   203
</TABLE>


                                      -iv-
<PAGE>
                                    EXHIBITS

<TABLE>
<CAPTION>
Exhibit Description                                 Exhibit No.                       Section Reference
-------------------                                 -----------                       -----------------
<S>                                                 <C>                <C>
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-I Certificate                          A-3            Section 1.01 Definition of "Class IO-I Certificate"

Form of Class IO-II Certificate                         A-4            Section 1.01 Definition of "Class IO-II Certificate"

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

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

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

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

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

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

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

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

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

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

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

Form of Class N Certificate                            A-16            Section 1.01 Definition of "Class N Certificate"
</TABLE>


                                      -v-
<PAGE>
<TABLE>
<S>                                                    <C>             <C>
Form of Class O Certificate                            A-17            Section 1.01 Definition of "Class O Certificate"

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

Form of Class Q Certificates                           A-19            Section 1.01 Definition of "Class Q 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 Mortgage File Delivery        C-1            Section 2.02(a)

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

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

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

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

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

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

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

Form of Transferee Certificate for Non-QIBs             G-3            Section 5.02(b)
</TABLE>


                                      -vi-
<PAGE>
<TABLE>
<S>                                                     <C>            <C>
Form of Transferee Certificate                           H             Section 5.02(c)

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

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

Form of Notice and Acknowledgment                       J-1            Section 6.09

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

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

Form of Comparative Financial Status Report              L             Section 1.01 Definition 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 Report                    O             Section 1.01 Definition of "Delinquent Loan Status Report"

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

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

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

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

Form of Interim Delinquent Loan Status Report            T             Section 1.01 Definition of "Interim Delinquent Loan
                                                                       Status Report"
</TABLE>


                                     -vii-
<PAGE>
<TABLE>
<S>                                                     <C>            <C>
Form of CMSA Loan Periodic Update File                   U             Section 1.01 Definition of "CMSA Loan Periodic Update File"

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

Form of Prospective Purchaser Certificate               V-2            Section 3.15

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

Form of CMSA Collateral Summary File                     X             Section 1.01 Definition 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"

Class IO-II Reference Rate                              AA             Section 1.01 Definition of "Class IO-II Reference Rate"

Form of Purchase Option Notice                          BB             Section 3.18
</TABLE>


                                     -viii-
<PAGE>
                         POOLING AND SERVICING AGREEMENT


         This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of December 1, 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 all of the Mortgage Loans and the Loan REMIC Regular
Interest (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").

<TABLE>
<CAPTION>
Corresponding      Original Class    Corresponding REMIC I    Corresponding Components of Class IO
Certificates     Principal Balance   Regular Interests (1)              Certificates (1)
<S>              <C>                 <C>                      <C>
Class A-1          $286,136,000               LA-1                           IO-A-1

Class A-2          $469,800,000              LA-2-1                         IO-A-2-1
                                             LA-2-2                         IO-A-2-2

Class B             $36,696,000                LB                             IO-B
</TABLE>
<PAGE>
<TABLE>
<S>                 <C>                        <C>                            <C>
Class C             $12,232,000                LC                             IO-C

Class D             $12,232,000                LD                             IO-D

Class E             $17,125,000                LE                             IO-E

Class F             $12,232,000                LF                             IO-F

Class G             $12,232,000                LG                             IO-G

Class H             $17,125,000                LH                             IO-H

Class J             $14,678,000                LJ                             IO-J

Class K             $14,679,000                LK                             IO-K

Class L             $22,017,000                LL                             IO-L

Class M              $7,339,000                LM                             IO-M

Class N              $7,029,000                LN                             IO-N

Class O              $6,938,000                LO                             IO-O

Class P              $4,626,000                LP                             IO-P

Class Q             $25,443,069                LQ                             IO-Q
</TABLE>

         (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.

         In addition, the Depositor intends that the REMIC Loan be held as an
asset of a REMIC (the "Loan REMIC") created pursuant to that certain Loan REMIC
Declaration dated July 24, 2000, that the Loan REMIC Regular Interest be held as
an asset of REMIC I, and that the Loan REMIC Residual Interest be represented by
the Class R-I Certificates.

         The portion of the Trust Fund consisting of: (i) the Additional
Interest and the Additional Interest Account (ii) the Loan REMIC Residual
Interest and (iii) 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. The Class Z-I and Class Z-II Certificates will represent beneficial
interests in the portion of the Grantor Trust representing Additional Interest
and the Additional Interest Account (and any amounts held in such account). The
Class R-I Certificates will represent beneficial interests in the portion of the
Grantor Trust representing the Loan REMIC Residual Interest.


                                      -2-
<PAGE>
         In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer and the Trustee agree as
follows:


                                      -3-
<PAGE>
                                    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.

                  "Accrued Certificate Interest": With respect to any Class of
Regular Certificates (other than the Class IO 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-I and Class
IO-II Certificates for any Distribution Date, the sum of the Accrued Component
Interest for the related Interest Accrual Period for all of their respective
Components for such Distribution Date. Accrued Certificate Interest shall be
calculated on a 30/360 Basis and, with respect to any Class of Regular
Certificates for any Distribution Date, shall be deemed to accrue during the
calendar month preceding the month in which such Distribution Date occurs.

                  "Accrued Component Interest": With respect to each Component
of the Class IO-I and Class IO-II Certificates for any Distribution Date, one
month's interest at the Class IO-I Strip Rate or Class IO-II Strip Rate
applicable to such Component for such Distribution Date, accrued on the
Component Notional Amount of such Component outstanding immediately prior to
such Distribution Date. Accrued Component Interest shall be calculated on a
30/360 Basis and, with respect to any Component and 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


                                      -4-
<PAGE>
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-C4, Additional
Interest Account." The Additional Interest Account shall not be an asset of any
of the Loan REMIC, 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
(xviii) 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 and Prepayment 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 and/or Prepayment Premium was actually collected on a
Mortgage Loan or an REO Loan during the related Collection Period, the product
of (a) such Yield Maintenance Charge and/or Prepayment Premium 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


                                      -5-
<PAGE>
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(i).

                  "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 (other than as
a result of a default thereunder).

                  "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
Section 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 Special Servicer as of the first Determination Date
immediately succeeding the Master Servicer or Special Servicer obtaining
knowledge of the occurrence of the Required Appraisal Date if no new Required
Appraisal (or letter update or internal valuation) 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


                                      -6-
<PAGE>
(ii) all escrows, reserves and letters of credit held as additional collateral
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.

                  "Artesia": Artesia Mortgage Capital Corporation or its
successor in interest.

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

                  "Artesia Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of December 1, 2001, between the
Depositor and Artesia and relating to the transfer of the Artesia Mortgage Loans
to the Depositor.

                  "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


                                      -7-
<PAGE>
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, 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(c), 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.

                  "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


                                      -8-
<PAGE>
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 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 or the cities in which
the Corporate Trust Office of the Trustee (which as of the Closing Date are
Minneapolis, Minnesota and 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-C4, 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-C4."

                  "Certificate Deferred Interest": The amount by which interest
distributable to any Class of Sequential Pay 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 Regular
Certificates as of any date of determination, a fraction, expressed as a decimal
carried to eight places, the numerator of which is the then current Class
Principal Balance, Class IO-I Notional Amount or Class IO-II Notional Amount, as
applicable, of such Class of Regular Certificates and the denominator of which
is the Original Class Principal Balance or Original Notional Amount of such
Class of Regular Certificates.

                  "Certificate Notional Amount": With respect to any Class IO-I
or Class IO-II Certificate, as of any date of determination, the then notional
amount of such Certificate equal to


                                      -9-
<PAGE>
the product of (a) the Percentage Interest evidenced by such Certificate,
multiplied by (b) the then Class IO-I or Class IO-II Notional Amount, as
applicable.

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

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

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

                  "Certificateholder": 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, 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.


                                      -10-
<PAGE>
                  "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-5 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-6 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-7 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-8 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-9 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-10 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-11 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class IO Certificates": The Class IO-I and Class IO-II
Certificates

                  "Class IO-I Certificate": Any one of the Certificates with a
"Class IO-I" 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-I Notional Amount": With respect to the Class IO-I
Certificates and any date of determination, the sum of the then Component
Notional Amounts of all of the Components.

                  "Class IO-I Strip Rate": With respect to any Class of
Components (other than Components IO-A-2-2, IO-B, IO-C, IO-D, IO-E, IO-F, IO-G
and IO-H) 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, and in the case of
Components IO-A-2-2, IO-B, IO-C, IO-D, IO-E, IO-F, IO-G and IO-H (i) for any


                                      -11-
<PAGE>
Distribution Date occurring on or before the Class IO-II Termination Date, (x)
the Weighted Average Net Mortgage Rate for such Distribution Date minus (y) the
sum of the Pass-Through Rate for the Corresponding Certificates for such
Distribution Date and the Class IO-II Strip Rate for such Component for such
Distribution Date, and (ii) for any Distribution Date occurring after the Class
IO-II Termination Date, a rate per annum equal to (x) the Weighted Average Net
Mortgage Rate for such Distribution Date, minus (y) the Pass-Through Rate for
the Corresponding Certificates (provided that in no event shall any Class IO-I
Strip Rate be less than zero).

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

                  "Class IO-II Components": Each of Component IO-A-2-2,
Component IO-B, Component IO-C, Component IO-D, Component IO-E, Component IO-F,
Component IO-G and Component IO-H.

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

                  "Class IO-II Reference Rate": For any Distribution Date, the
rate per annum corresponding to such Distribution Date on Exhibit AA minus
0.03%.

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

                  "Class IO-II Termination Date": The Distribution Date in
December 2008.

                  "Class J Certificate": Any one of the Certificates with a
"Class J" designation on the face thereof, substantially in the form of Exhibit
A-12 attached hereto, and evidencing a "regular interest" in REMIC 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-13 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-14 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.


                                      -12-
<PAGE>
                  "Class M Certificate": Any one of the Certificates with a
"Class M" designation on the face thereof, substantially in the form of Exhibit
A-15 attached hereto, and evidencing a "regular interest" in REMIC 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-16 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-17 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-18 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

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

                  "Class Principal Balance": The aggregate principal balance of
any Class of Sequential Pay Certificates outstanding from time to time. As of
the Closing Date, the Class Principal Balance of each Class of Sequential Pay
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 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 shall not constitute distributions of principal and
shall not result in reduction of the related Class Principal Balance.

                  "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 R-I Residual Interest and the
Loan REMIC 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.


                                      -13-
<PAGE>
                  "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": December 20, 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.


                                      -14-
<PAGE>
                  "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.

                  "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.

                  "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-2-1,
Component IO-A-2-2, 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.


                                      -15-
<PAGE>
                  "Component IO-A-1": One of eighteen components of the Class
IO-I 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-2-1": One of eighteen components of the Class
IO-I Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LA-2-1 as of any date of
determination.

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

                  "Component IO-B": One of eighteen components of the Class IO-I
Certificates and one of the eight components of the Class IO-II 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 eighteen components of the Class IO-I
Certificates and one of the eight components of the Class IO-II 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 eighteen components of the Class IO-I
Certificates and one of the eight components of the Class IO-II 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 eighteen components of the Class IO-I
Certificates and one of the eight components of the Class IO-II 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 eighteen components of the Class IO-I
Certificates and one of the eight components of the Class IO-II 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 eighteen components of the Class IO-I
Certificates and one of the eight components of the Class IO-II 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 eighteen components of the Class IO-I
Certificates and one of the eight components of the Class IO-II 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.


                                      -16-
<PAGE>
                  "Component IO-J": One of eighteen components of the Class IO-I
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 eighteen components of the Class IO-I
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 eighteen components of the Class IO-I
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 eighteen components of the Class IO-I
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 eighteen components of the Class IO-I
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 eighteen components of the Class IO-I
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 eighteen components of the Class IO-I
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 eighteen components of the Class IO-I
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.


                                      -17-
<PAGE>
                  "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 Street and Marquette Avenue
MAC# N9303-121, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust
Services (CMBS) - First Union National Bank Commercial Mortgage Trust, Series
2001-C4, 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-C4.

                  "Corrected Mortgage Loan": Any Mortgage 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.

                  "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, the Due
Date for such Mortgage Loan in December 2001.

                  "Cut-off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
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.


                                      -18-
<PAGE>
                  "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 (ii) is delinquent in respect of its Balloon Payment
unless the Master Servicer has, on or prior to the Due Date of such Balloon
Payment, received written evidence from an institutional lender of such lender's
binding commitment to refinance such Mortgage Loan within 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 shall
immediately become a Defaulted Mortgage Loan), in either case such delinquency
to be determined without giving effect to any grace period permitted by the
related Mortgage or Mortgage Note and without regard to any acceleration of
payments under the related Mortgage and Mortgage Note, or (iii) as to which the
Master Servicer or Special Servicer has, by written notice to the related
Mortgagor, accelerated the maturity of the indebtedness evidenced by the related
Mortgage Note.

                  "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.


                                      -19-
<PAGE>
                  "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": The eighth day of each calendar month,
or if such eighth day is not a Business Day, the next succeeding Business Day.

                  "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.


                                      -20-
<PAGE>
                  "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(c).

                  "Distribution Account": The segregated account or accounts
created and maintained by 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-C4."

                  "Distribution Date": The fourth Business Day after the related
Determination Date commencing in January 2002.

                  "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, the day of the month set forth in the related
Mortgage Note on which each Periodic Payment on such Mortgage Loan is scheduled
to be first due; (ii) any Mortgage Loan after its Stated Maturity Date or, the
day of the month set forth in the related Mortgage Note on which each Periodic
Payment on such Mortgage Loan had been scheduled to be first due; and (iii) any
REO Loan, the day of the month set forth in the related Mortgage Note on which
each 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 (if then rated by Moody's) 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 (if then rated 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


                                      -21-
<PAGE>
depository institution or trust company, is subject to regulations regarding
fiduciary funds on deposit therein substantially similar to 12 CFR Section
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 related to ERISA
Restricted Certificates 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.

                  "Exemptions": Department of Labor Prohibited Transaction
Exemption ("PTE") 96-22, PTE 90-29 and PTE 90-59, each as amended by PTE 97-34
and PTE 2000-58, and as each may be amended from time to time, or any successor
thereto.

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

                  "FHLMC": Freddie Mac or any successor.

                  "Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted Mortgage Loan or REO Property (other than
a Mortgage Loan or REO


                                      -22-
<PAGE>
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, the
Artesia Mortgage Loan Purchase Agreement or the Merrill Mortgage Loan Purchase
Agreement, as applicable, by the Majority Subordinate Certificateholder or the
Special Servicer pursuant to Section 3.18(c), 3.18(e) or 3.18(h) 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 December 1, 2001 between the
Depositor and First Union and relating to the transfer of the First Union
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.

                  "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 the Loan REMIC Residual Interest, 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.

                  "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.


                                      -23-
<PAGE>
                  "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
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 Trustee or any Affiliate thereof, and (iii) is not connected
with the Depositor, the Master Servicer, the Controlling Class 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 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 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 or the Loan REMIC within the
meaning of Section 856(d)(3) of the Code if REMIC I or the Loan REMIC 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 REMIC I or the Loan REMIC does not receive or derive any income from
such Person and provided that the relationship between such Person and REMIC I
or the Loan REMIC 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,


                                      -24-
<PAGE>
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 Environmental Event": As defined in Section 3.08(c).

                  "Interest Accrual Period": With respect to each Class of
Regular Certificates, the Loan REMIC Regular Interest or REMIC I 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-C4".

                  "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 Seller,
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


                                      -25-
<PAGE>
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, 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 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.

                  "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, the Artesia Mortgage Loan Purchase
Agreement or the Merrill Mortgage Loan Purchase Agreement, as applicable; or
(iv) such Mortgage Loan is purchased by the Majority Subordinate
Certificateholder or the Special Servicer pursuant to Section 3.18(c) or
3.18(e), 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 or the Special Servicer or the
Majority Subordinate Certificateholder pursuant to Section 9.01.

                  "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


                                      -26-
<PAGE>
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 or the Special Servicer pursuant to
Section 3.18(c) or Section 3.18(e); (v) the repurchase of a Mortgage Loan by a
Mortgage Loan Seller, pursuant to the First Union Mortgage Loan Purchase
Agreement, the Artesia Mortgage Loan Purchase Agreement or the Merrill Mortgage
Loan Purchase Agreement, as applicable; or (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.

                  "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.

                  "Loan REMIC": The REMIC constituted by the Mortgage Loan
identified on the Mortgage Loan Schedule as loan number 61 collections thereon
(prior to the deemed distribution in respect of the Loan REMIC Regular Interest
as contemplated by Section 3.04(b)), any related REO Property acquired in
respect thereof and the related rights of the Depositor under clause (iv) of the
definition of REMIC I.

                  "Loan REMIC Declaration": The REMIC Declaration, dated July
24, 2001, with respect to the REMIC Loan.

                  "Loan REMIC Interests": The Loan REMIC Residual Interest and
the Loan REMIC Regular Interest.

                  "Loan REMIC Residual Interest": The uncertificated "residual
interest", within the meaning of Code Section 860G(a)(2), in the Loan REMIC
issued pursuant to the Loan REMIC Declaration. The Loan REMIC Residual Interest
shall be represented by the Class R-I Certificates.

                  "Loan REMIC Regular Interest": The uncertificated "regular
interest," within the meaning of Code Section 860G(a)(1), in the Loan REMIC
issued pursuant to the Loan REMIC Declaration. The principal balance of the Loan
REMIC Regular Interest shall equal the Stated Principal Balance of the REMIC
Loan (or, if applicable, the deemed Stated Principal Balance of any successor
REO Loan) outstanding from time to time. Payments and other collections of
amounts received on or in respect of the REMIC Loan (or any related REO
Property) and allocable (in accordance with Section 3.02) to interest (at the
Net Mortgage Rate) on, principal of and/or Prepayment Premiums in respect of the
applicable Mortgage Loan (or any successor REO Loan) shall be deemed
distributable on the Loan REMIC Regular Interest.

                  "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


                                      -27-
<PAGE>
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 Mortgage Loans": Each of the Mortgage Loans
transferred and assigned to the Depositor pursuant to the Merrill Mortgage Loan
Purchase Agreement.

                  "Merrill Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of December 1, 2001, between the
Depositor and MLMLI and relating to the transfer of the Merrill Mortgage Loans
to the Depositor.

                  "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": shall mean Moody's Investors Service, Inc. or its
successor in interest. If neither such Rating Agency nor any successor remains
in existence, "Moody's" shall be deemed to refer to such other nationally
recognized statistical rating agency or other comparable Person designated by
the Depositor, notice of which designation shall be given to the Trustee, the
Master Servicer 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


                                      -28-
<PAGE>
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-C4, 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
         (except for completion of the assignees name (if the assignment is
         delivered in blank) and any missing recording information), 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-C4, or in blank;

                  (v)      an original assignment of all unrecorded documents
         relating to the Mortgage Loan (to the extent not already assigned
         pursuant to clause (iv) above), 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-C4, 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


                                      -29-
<PAGE>
         executed by an authorized representative of the title company or an
         agreement to provide the same pursuant to binding escrow instructions
         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 statement in favor of the Mortgage
         Loan Seller on record with the applicable public office for UCC
         Financing Statements, an original UCC Amendment, in form suitable for
         filing 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-C4,
         as assignee, or in blank;

                  (ix)     an original or copy of any Ground Lease, guaranty or
         ground lessor estoppel;

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

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

                  (xii)    with respect to the REMIC Loan, originals or copies
         of the Loan REMIC Declaration;

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) 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 and other
security documents contained in the related Mortgage File.

                  "Mortgage Loan Schedule": The list of Mortgage Loans
transferred on the Closing Date to the Trustee as part of 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;


                                      -30-
<PAGE>
                  (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 such Mortgage Loan is insured by an
                           environmental policy;

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

                  (xv)     whether such Mortgage Loan is a Defeasance Loan or
                           the Semi-Annual Mortgage Loan;

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

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

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

                  (xix)    the amount of any Reserve Funds escrowed in respect
                           of each Mortgage Loan;

                  (xx)     whether such Mortgage Loan is the REMIC Loan; and

                  (xxi)    the number of units or square feet of such property
                           as reported in the rent roll or mortgage loan
                           schedule.


                                      -31-
<PAGE>
                  "Mortgage Loan Seller": First Union, Artesia, MLMLI or their
respective successors in interest.

                  "Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage 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 amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related Collection
Period, exceeds (b) the aggregate amount deposited by the Master Servicer


                                      -32-
<PAGE>
in the Certificate Account for such Distribution Date pursuant to Section
3.19(a) in connection with such Prepayment Interest Shortfalls on the Mortgage
Loans.

                  "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, Loan
REMIC Regular Interest 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 and, if such Mortgage Loan is
the Semi-Annual Mortgage Loan, the rate at which the Swap Fee accrues.

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

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


                                      -33-
<PAGE>
                  "Nonrecoverable Servicing Advance": Any Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan or REO 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 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 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 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.

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

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

                  "Original Class IO-I Notional Amount": $978,559,069.

                  "Original Class IO-II Notional Amount": $537,874,000.

                  "Original Notional Amount": The Original Class IO-I Notional
Amount or the Original Class IO-II Notional Amount, as the context requires.

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


                                      -34-
<PAGE>
                  "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,
                           5.673% per annum;

                  (ii)     the Class A-2 Certificates for any Distribution Date,
                           6.223% per annum;

                  (iii)    the Class B Certificates for any Distribution Date,
                           6.417% per annum;

                  (iv)     the Class C Certificates for any Distribution Date,
                           6.538% per annum;

                  (v)      the Class D Certificates for any Distribution Date,
                           6.617% per annum;

                  (vi)     the Class E Certificates for any Distribution Date,
                           6.667% per annum;

                  (vii)    the Class F Certificates for any Distribution Date
                           6.790% per annum;

                  (viii)   the Class G Certificates for any Distribution Date,
                           the lesser of (1) 6.937% 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) 7.036% 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,
                           6.000% per annum;

                  (xii)    the Class L Certificates for any Distribution Date,
                           6.000% per annum;

                  (xiii)   the Class M Certificates for any Distribution Date,
                           6.000% per annum;

                  (xiv)    the Class N Certificates for any Distribution Date,
                           6.000% per annum;

                  (xv)     the Class O Certificates for any Distribution Date,
                           6.000% per annum;

                  (xvi)    the Class P Certificates for any Distribution Date,
                           6.000% per annum;

                  (xvii)   the Class Q Certificates for any Distribution Date,
                           6.000% per annum;

                  (xviii)  the Class IO-I Certificates, for the initial
                           Distribution Date, 0.63179% per annum, and for any
                           subsequent Distribution Date, the weighted average of
                           Class IO-I Strip Rates for the Components for such
                           Distribution Date (weighted on the basis of the
                           respective Component Notional Amounts of


                                      -35-
<PAGE>
                           such Components outstanding immediately prior to such
                           Distribution Date); and

                  (xix)    the Class IO-II Certificates for the initial
                           Distribution Date, 0.86935% per annum, and for any
                           subsequent Distribution Date, the weighted average of
                           the Class IO-II Strip Rates for the respective Class
                           IO-II 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).

                  "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
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 successor REO Loan)
accrued at the related Mortgage Rate.

                  "Percentage Interest": With respect to any Regular
Certificate, the portion of the relevant Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the Certificate Principal
Balance or Certificate Notional Amount, as the case may be, of such Certificate
as of the Closing Date, as specified on the face thereof, and the denominator of
which is the 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 as of
any Due Date, the scheduled payment of principal and/or interest on such
Mortgage 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


                                      -36-
<PAGE>
         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 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;

                  (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,


                                      -37-
<PAGE>
         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, however, in no event shall such
         other obligation or security be rated less than "Aa2/AA" or "A3/A-1" or
         "Aa3/P-1" by Moody's or S&P, respectively;

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 REMIC I or REMIC II, the Holder of Certificates holding the largest
Percentage Interest of the related Class of Residual Certificates.

                  "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, (or, with
respect to the Semi-Annual Mortgage Loan, following the 1st day of the month),
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


                                      -38-
<PAGE>
Principal Prepayment was applied to such Mortgage Loan prior to such Mortgage
Loan's Due Date (or, with respect to the Semi-Annual Mortgage Loan, prior to the
1st day of the month) 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 (or, with respect to the Semi-Annual
Mortgage Loan, prior to the 1st day of the month), 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:

                  (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,


                                      -39-
<PAGE>
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; and

                  (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

                  "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage 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, 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


                                      -40-
<PAGE>
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 November 28, 2001, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

                  "Prospectus Supplement": The final prospectus supplement dated
December 6, 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 Option": As defined in Section 3.18(c)

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

                  "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, the Artesia Mortgage Loan Purchase Agreement
or the Merrill Mortgage Loan Purchase Agreement, as applicable, by the Majority
Subordinate Certificateholder or the Special Servicer as described in Section
3.18(c) or 3.18(e), or by the Depositor, the Special Servicer, the Majority
Subordinate Certificateholder or the Master Servicer pursuant to Section 9.01, 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 (including any
Additional Trust Fund Expenses in respect of such Mortgage Loan previously
reimbursed or paid by the Trust Fund); 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 "A2" 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, with respect to the required
Moody's rating, if not rated by Moody's, then at least "A" by two other
nationally recognized statistical rating organizations (which may include S&P))
but in no event lower than "A" by S&P and "A2" by Moody's (or, if not rated by
Moody's, then at least "A" by two other


                                      -41-
<PAGE>
nationally recognized statistical rating organizations (which may include 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, the Artesia Mortgage Loan Purchase Agreement or the
Merrill Mortgage Loan Purchase Agreement, as applicable; (viii) have an
Environmental Assessment that indicates no adverse environmental conditions and
an engineering report that indicates no adverse physical condition 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


                                      -42-
<PAGE>
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
December 2033, 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). A Realized Loss with respect to
the REMIC Loan shall be a Realized Loss with respect to the Loan REMIC Regular
Interest.

                  "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 or Class E Certificate.

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


                                      -43-
<PAGE>
                  "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 Loan": The Mortgage Loan referenced under the
definition of Loan REMIC.

                  "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, except as provided in the last sentence of this definition: (i) all of the
Mortgage Loans 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; (ii) all amounts held from time to time in the
Certificate 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, the Artesia Mortgage Loan Purchase
Agreement and the Merrill 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. The REMIC Loan, collections thereon (prior
to the deemed distribution in respect of the Loan REMIC Regular Interest as
contemplated by Section 3.04(b)), any related REO Property acquired in respect
thereof and the related rights of the Depositor under clause (iv), are not
assets of REMIC I, but shall be held as assets of the Loan REMIC, and the Loan
REMIC Regular Interest and collections thereon shall be held as assets of REMIC
I.

                  "REMIC I Principal Balance": The principal amount of any REMIC
I Regular Interest outstanding as of any date of determination. As of the
Closing Date, the REMIC I Principal Balance of each REMIC I Regular Interest
(other than REMIC I Regular Interest L-A-2-1 and L-A-2-2) shall equal the
Original Class Principal Balance of the corresponding Class of Sequential Pay
Certificates as set forth in the Preliminary Statement hereto. As of the Closing
Date, the REMIC I Principal Balance of REMIC I Regular Interest L-A-2-1 and
L-A-2-2 shall be $51,800,000 and $418,000,000, respectively. On each
Distribution Date, the REMIC I Principal Balance of each REMIC I Regular
Interest shall be permanently reduced by all distributions of


                                      -44-
<PAGE>
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 2.08, 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-I, Class IO-II,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q or 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-C4."

                  "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(h).

                  "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 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


                                      -45-
<PAGE>
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 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).


                                      -46-
<PAGE>
                  "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.

                  "Requesting Subordinate Certificateholder": Each Holder of a
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P or Class Q Certificate, which has requested to the Master Servicer in
writing for the delivery of certain reports to such Holder as expressly provided
herein, provided that such Holder reimburses the Master Servicer for all
reasonable costs and expenses for copying and delivering such reports. The
Master Servicer acknowledges and agrees that for so long as Bank One is the
Holder of a Subordinate Certificate, it shall be a Requesting Subordinate
Certificateholder AND ALL REPORTS REQUIRED TO BE SENT TO IT AS REQUESTING
SUBORDINATE CERTIFICATEHOLDER SHALL BE DELIVERED TO IT AT BANC ONE CAPITAL
CORPORATION, MAIL CODE 1L1-0616, 55 WEST MONROE, 18TH FLOOR, CHICAGO, ILLINOIS
60670-0616 AND/OR IN AN ELECTRONIC FORM TO KATHLEEN_LAIRD@BANKONE.COM.

                  "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 Section 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 unless the Master Servicer has, on or prior to the due date of
such Balloon Payment, received written evidence from an institutional lender of
such lender's binding commitment to refinance such Mortgage Loan within 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);
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


                                      -47-
<PAGE>
                  (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.

                  "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


                                      -48-
<PAGE>
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.

                  "Semi-Annual Loan Interest Advance Amount": With respect to
the Semi-Annual Mortgage Loan and any Distribution Date occurring in a month in
which there is no Due Date for the Semi-Annual Mortgage Loan, one-sixth of the
Semi-Annual Loan Scheduled Interest Payment that is payable on the immediately
succeeding Due Date for such Semi-Annual Mortgage Loan (net of related Servicing
Fees and net of the Swap Fee).

                  "Semi-Annual Loan Scheduled Interest Payment": With respect to
the Semi-Annual Mortgage Loan, that portion of the scheduled semi-annual payment
of principal and/or interest on such Semi-Annual Mortgage Loan that relates to
interest and that is payable by the related Mortgagor under the related Mortgage
Note.

                  "Semi-Annual Loan Swap Arrangement": The internal swap
arrangement confirmation dated as of December 5, 2001 between First Union
National Bank and First Union National Bank RC6578 with respect to the payment
of scheduled interest under the Semi-Annual Mortgage Loan or agreement entered
into as contemplated by Section 7.01(b).

                  "Semi-Annual Mortgage Loan": The Mortgage Loan, the Periodic
Payments of which are due semi-annually pursuant to the terms of the related
Mortgage Note and that is identified as the Semi-Annual Mortgage Loan on the
Mortgage Loan Schedule.

                  "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.

                  "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 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


                                      -49-
<PAGE>
Mortgage Loan (a) the Stated Principal Balance of such Mortgage Loan 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.

                  "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 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.

                  "Servicing Fees": With respect to each Mortgage 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


                                      -50-
<PAGE>
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 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).


                                      -51-
<PAGE>
                  "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 0.25% per annum.

                  "Specially Serviced Mortgage Loan": Any Mortgage Loan as to
which any of the following events 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 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 judgment, materially impairs the value of the
Mortgaged Property as security for the Mortgage Loan or otherwise materially
adversely affects the interests of Certificateholders and that continues
unremedied beyond 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


                                      -52-
<PAGE>
                  (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 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 (or in the case of a Semi-Annual Mortgage
         Loan, two 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 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 REMIC I and REMIC II,
the day designated as such in Section 10.01(c). With respect to the Loan REMIC,
July 24, 2000.

                  "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.


                                      -53-
<PAGE>
                  "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)     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;

                  (iii)    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; 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.

         "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 Z-I, Class Z-II, Class R-I or Class R-II Certificate.


                                      -54-
<PAGE>
                  "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.

                  "Swap Fee": The 0.14% per annum fee payable under the
Semi-Annual Loan Swap Arrangement.

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

                  "Tax Matters Person": With respect to each of the REMICs
created hereunder and the Loan REMIC, 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.

                  "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.


                                      -55-
<PAGE>
                  "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 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": .0023% per annum.

                  "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 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. With
respect to the Loan REMIC Regular Interest, for any Distribution Date, one
month's interest at the Net Mortgage Rate applicable to the REMIC Loan for such
Distribution Date, accrued on the principal balance of the REMIC Loan
outstanding immediately prior to such Distribution Date. The Uncertificated
Accrued Interest in respect of the Loan REMIC Regular Interest or REMIC I
Regular Interest for any Distribution Date shall be deemed to have accrued
during the applicable Interest Accrual Period.

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


                                      -56-
<PAGE>
REMIC Loan. With respect to the Loan REMIC Regular Interest, as of any date of
determination, the Stated Principal Balance of the REMIC Loan.

                  "Uncertificated Principal Balance": With respect to the Loan
REMIC Regular Interest, as of any date of determination, the Stated Principal
Balance of the REMIC Loan.

                  "Underwriter": Each of First Union Securities, Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, 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 and
REO Status 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 (allocated, pro rata, between the
Class IO-I and Class IO-II Certificates based upon their Notional Amounts). The
Class Z-I, Class Z-II and the


                                      -57-
<PAGE>
Residual Certificates shall have no voting rights. 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 Mortgage Loans whose operating 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 immediately following the preceding Distribution Date
provided, however, that in the case of the REMIC Loan, "Mortgage Loan" shall
refer to the Loan REMIC Regular Interest for purposes of this definition.

                  "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


                                      -58-
<PAGE>
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) to the 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) to the
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%.


                                      -59-
<PAGE>

                                  ARTICLE II


                CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS

              AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01      Conveyance of Mortgage Loans and the Loan REMIC
Interests.

            (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, the Artesia Mortgage Loan Purchase Agreement
and the Merrill Mortgage Loan Purchase Agreement (iii) the Loan REMIC Interests
and (iv) 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 (and in the case of
Semi-Annual Mortgage Loans, excluding interest accrued thereon before the
Cut-off Date). The transfer of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and, notwithstanding Section 11.07, is
intended by the parties to constitute a sale.

            (b) In connection with the Depositor's assignment pursuant to
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, the Artesia Mortgage Loan Purchase
Agreement and the Merrill 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 Artesia Mortgage Loan Purchase Agreement, the Merrill
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, the Artesia
Mortgage Loan Purchase Agreement or the Merrill 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



                                      -60-
<PAGE>
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, the Artesia Mortgage Loan Purchase Agreement or the
Merrill 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, Artesia Mortgage Loan Purchase Agreement or
Merrill 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, (i)
each assignment of Mortgage, (ii) assignment of Assignment of Leases, (iii) to
the extent the Trustee has received notice from the applicable Mortgage Loan
Seller that such documents are to be recorded, any other recordable documents
relating to each such Mortgage Loan, in favor of the Trustee referred to in
clause (iv) of the definition of "Mortgage File" and (iv) 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"; provided that the
Depositor shall reimburse the Trustee for its actual costs and expenses incurred
in connection with recording the documents referred to in clause (iii) above.
Each such assignment, UCC-2 and UCC-3 shall reflect that the recorded

                                      -61-
<PAGE>
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 related Mortgage Loan
Seller pursuant to the First Union Mortgage Loan Purchase Agreement, Merrill
Mortgage Loan Purchase Agreement or Artesia 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, the Artesia Mortgage Loan Purchase
Agreement and the Merrill 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, the
Artesia Mortgage Loan Purchase Agreement and the Merrill 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, the Loan REMIC
Interests and other assets

                                      -62-
<PAGE>
included in the Trust Fund, in trust for the exclusive use and benefit of all
present and future Certificateholders. 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 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 (xi) 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. 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). The UCC's to be assigned to the trust, will be delivered on the new
national forms and in recordable form and will be filed in the state of
incorporation as so indicated on the documents provided.

            (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 (beyond the time period required for its delivery
hereunder), contains information that does not conform in any material respect
with the corresponding information set forth in the Mortgage

                                      -63-
<PAGE>
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, the Artesia Mortgage Loan Purchase Agreement or the
Merrill 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)) 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, the Artesia Mortgage Loan Purchase Agreement or the Merrill
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, the Artesia Mortgage Loan Purchase Agreement or the Merrill
Mortgage Loan Purchase Agreement, or (iii) 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, the
Artesia Mortgage Loan Purchase Agreement or the Merrill 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


                                      -64-
<PAGE>
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 on any collateral securing the Mortgage
Loan or for any immediate servicing obligations. A Document Defect or Breach as
to a Mortgage Loan that is cross-collateralized and cross-defaulted with one or
more other Mortgage Loans (each a "Crossed Loan") that materially and adversely
affects the value of such other Mortgage Loans, and is not cured as provided for
above, shall require the repurchase or substitution of all such
cross-collateralized and cross-defaulted Mortgage Loans which are materially and
adversely affected by such Document Defect or Breach; provided, that if any
Crossed Loan is not so materially and adversely affected and therefore is not so
repurchased or substituted, then such Crossed Loan shall be released from its
cross-collateralization and cross default provision so long as such Crossed Loan
is held in the Trust Fund; provided, further, that the repurchase of less than
all such Crossed Loans and the release from cross-collateralization and
cross-default provision shall be subject to the delivery by the applicable
Mortgage Loan Seller to the Trustee, at the expense of the applicable Mortgage
Loan Seller, of an Opinion of Counsel to the effect that such release would not
cause 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. 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, the Artesia Mortgage Loan Purchase
Agreement or the Merrill 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. In connection with a
repurchase of the REMIC Loan, as contemplated by this Section 2.03(a), the REMIC
Administrator shall effect a "qualified liquidation" of the Loan REMIC in
accordance with the REMIC Provisions.

            (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

                                      -65-
<PAGE>
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 or deleted
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 First Union Mortgage Loan Purchase Agreement, the
Artesia Mortgage Loan Purchase Agreement or the Merrill Mortgage Loan Purchase
Agreement, as applicable, will provide that the applicable 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 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 Mortgage Loans exceeds 10% of the aggregate Cut-off
Date Balance of all the 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 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, the Artesia
Mortgage Loan Purchase Agreement and the Merrill 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, the Artesia
Mortgage Loan Purchase Agreement and the Merrill Mortgage Loan Purchase
Agreement.

                                      -66-
<PAGE>

            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.

                                      -67-
<PAGE>

               (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 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 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 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 2.06 Execution, Authentication and Delivery of Class R-I
Certificates.

            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, in exchange for the assets included in REMIC I and for the Loan REMIC
Residual Interest conveyed to the Trustee pursuant to Section 2.01(a), the Class
R-I Certificates in authorized denominations.

            Section 2.07 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.

                                      -68-
<PAGE>
            Section 2.08 Execution, Authentication and Delivery of REMIC II
Certificates.

            Concurrently with the assignment to the Trustee 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 Certificate
Registrar, has executed, and 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 that each is obligated to service and
administer pursuant to this Agreement on behalf of the Trustee, for the benefit
of the Certificateholders in accordance with any and all applicable laws, the
terms of this Agreement, the terms of the respective Mortgage Loans, and, to the
extent consistent with the foregoing, in accordance with the Servicing Standard.
Without limiting the foregoing, and subject to Section 3.21, (i) the Master
Servicer shall service and administer all Mortgage Loans 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 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 it

                                      -69-
<PAGE>
is obligated to service hereunder, is hereby authorized and empowered by the
Trustee to execute and deliver, on behalf of the Certificateholders and the
Trustee or any of them, (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien
created by any Mortgage or other security document in the related Mortgage File
on the related Mortgaged Property and related collateral; (ii) in accordance
with the Servicing Standard and subject to 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.

            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 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 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.

            (b) All amounts collected in respect of any Mortgage Loan in the
form of payments from Mortgagors, Liquidation Proceeds (insofar as such
Liquidation Proceeds are of

                                      -70-
<PAGE>
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 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 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.

            (d) 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

                                      -71-
<PAGE>
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.

            (e) With respect to any Mortgage Loan in connection with which the
Mortgagor was required to escrow funds or to post a letter of credit related to
obtaining certain performance objectives described in the applicable Mortgage
Loan Documents, the Master Servicer (with the consent of the Special Servicer to
the extent the Mortgage Loan Documents provide for any discretion, with respect
to non-Specially Serviced Mortgage Loans, or the Special Servicer, with respect
to Specially Serviced Mortgage Loans) shall, to the extent consistent with the
Servicing Standard, hold such escrows, letters of credit and proceeds thereof as
additional collateral and not apply such items to reduce the principal balance
of such Mortgage Loan unless otherwise required to do so pursuant to the
applicable Mortgage Loan Documents.

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

            (a) The Master Servicer shall, as to all Mortgage 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 the applicable 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

                                      -72-
<PAGE>
payable in respect thereof and (ii) use reasonable efforts to obtain, from time
to time, all bills for the payment of such items (including renewal premiums)
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, if such Mortgage Loan
does not require the related Mortgagor to escrow for the payment of real estate
taxes, assessments, insurance premiums, ground rents (if applicable) and similar
items, the Master Servicer shall, as to all Mortgage 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, 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 Trustee's calculation of
monthly distributions to Certificateholders, be added to the unpaid Stated
Principal Balances of the related Mortgage Loans, notwithstanding that the terms
of such Mortgage 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

                                      -73-
<PAGE>
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, 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 or Additional
Trust Fund Expenses related to such Mortgage Loan have 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 Advances for such Mortgage Loan and Additional Trust
Fund Expenses incurred on 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.

                                      -74-
<PAGE>

            (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, 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.

                                      -75-
<PAGE>
            Section 3.04      Certificate Account,  Interest Reserve Account,
Additional Interest Account and 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 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 due and payable on or before the Cut-off Date (or
in the case of Semi-Annual Mortgage Loans, interest accrued prior to 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 including Principal Prepayments;

               (ii)     all  payments on account of  interest on the  Mortgage
      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;

               (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;


                                      -76-
<PAGE>
               (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 or for
      Additional Trust Fund Expenses; 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 or Additional Trust Fund Expenses 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, 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 Trustee 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
Distribution Account shall be Eligible Accounts. The

                                      -77-
<PAGE>
Master Servicer shall deliver to the Trustee 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 (a)(ii), (a)(v) 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.

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

               (i)  any P&I  Advances  required  to be made by the  Master
      Servicer in accordance with Section 4.03(a); 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 Trustee shall, upon receipt, deposit in the Distribution Account
any and all amounts received by the Trustee that are required by the terms of
this Agreement to be deposited therein.

            All such amounts deposited in respect of the REMIC Loan shall be
deemed to be distributed in respect of the Loan REMIC Regular Interest and the
Loan REMIC Residual Interest as set forth in the Loan REMIC Declaration.

            (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(d), the Trustee 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.


                                      -78-
<PAGE>
            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 Trustee shall give written
notice to 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 Trustee 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);

               (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 (and in the case of Semi-Annual Mortgage Loans,
      the Periodic Payment in respect of interest (net of the related Servicing
      Fees)) and principal (net of any related Workout Fee or Principal Recovery
      Fee) received in respect of the particular Mortgage Loan or REO Loan as to
      which such P&I Advance was made;

               (iii) to pay to itself earned and unpaid Master Servicing Fees in
      respect of each Mortgage Loan and REO Loan, the Master Servicer's right to
      payment pursuant to this clause (iii) with respect to any Mortgage Loan or
      REO Loan being 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

                                      -79-
<PAGE>
      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, the Artesia Mortgage Loan
      Purchase Agreement or the Merrill Mortgage Loan Purchase Agreement, by the
      Majority Subordinate Certificateholder or the Special Servicer as
      described in Section 3.18(c), Section 3.18(d), Section 3.18(e) or Section
      3.18(h) 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 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 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) out of late payment charges and
      Penalty Interest collected on or in respect of the related Mortgage 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 and any REO Properties on deposit in the Certificate
      Account;

                                      -80-
<PAGE>

               (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 Additional Trust Fund Expenses pursuant to Section 3.03(d) or
      4.03(d) 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, 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  Trustee   for  deposit   into  the
      Distribution  Account the amounts  required to be deposited  pursuant to
      Section 3.04(b);

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

               (xix) to withdraw any amounts deposited in error;

               (xx) [Reserved];

                                      -81-
<PAGE>
               (xxi) to  withdraw  any other  amounts  that this  Agreement
      expressly provides may be withdrawn from the Certificate Account;

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

            Any amounts withdrawn from the Certificate Account pursuant to
clauses (ii) through (xviii) and (xxi) above that are specific to the REMIC Loan
shall be allocated to the Loan REMIC and any amount so withdrawn that is not
specific to a particular Mortgage Loan shall be allocated by the REMIC
Administrator to REMIC I.

            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)-(xviii) above and such records shall be sufficient to determine the amounts
attributable to the Loan REMIC (with respect to the REMIC Loan) and REMIC I.

            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 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 Trustee 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 from the Loan REMIC to REMIC I
      of amounts distributable in respect of the Loan REMIC Regular Interest
      pursuant to Section 4.01(i), and to make deemed distributions to itself as
      holder of 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 itself or any of its directors, officers, employees
      and agents, as the case may be, any amounts payable or reimbursable to any
      such Person pursuant to Section 8.05 to the extent not paid pursuant to
      Section 4.01(i);

               (iii) to pay itself respective portions of the Trustee Fee as
      contemplated by Section 8.05(a) hereof with respect to the Mortgage Loans;

                                      -82-
<PAGE>

               (iv) to pay for the cost of the Opinions of Counsel sought by it
      (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(i), 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;

               (v) to pay any and all federal, state and local taxes imposed on
      any of the REMICs created hereunder, the Loan REMIC 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(j);

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

               (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.

      Any amounts withdrawn from the Distribution Account pursuant to clauses
(ii) through (iv) above that are specific to the REMIC Loan shall be allocated
to the Loan REMIC and any amount so withdrawn that is not specific to a
particular Mortgage Loan shall be allocated by the REMIC Administrator to REMIC
I.

            (c) 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.

            (d) The Trustee 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 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

                                      -83-
<PAGE>
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 and the Additional Interest
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 the Trustee, as secured party, for purposes of Section
9-313 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

                                      -84-
<PAGE>
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 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

                                      -85-
<PAGE>
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 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 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 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.

                                      -86-
<PAGE>

            (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 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, 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

                                      -87-
<PAGE>
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 Master
Servicer, the Rating Agencies and each other party hereto 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 (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 2% of the aggregate Stated Principal Balance of all Mortgage Loans
or $20,000,000 or which is one of the ten largest Mortgage Loans as of the date
of the waiver (by Stated Principal Balance), without receiving prior written
confirmation from Moody's that such action would not result in a downgrading,
qualification or withdrawal of the ratings then assigned to the Certificates or
(ii) for which (a) 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 greater than 2% of the
aggregate Stated Principal Balance of all Mortgage Loans or (b) is one of the
ten largest Mortgage loans as of the date of the waiver (by Stated Principal
Balance), and which Mortgage Loan in either case described in clause (a) or (b)
has a Loan-to-Value Ratio that is greater than 85% and a Debt Service Coverage
Ratio (calculated to include the additional debt from any encumbrance) of 1.2x,
without receiving a prior written confirmation from S&P 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

                                      -88-
<PAGE>
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 (or the Special Servicer in the case of a Specially Serviced
Mortgage Loan) 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 (or the
Special Servicer in the case of a Specially Serviced Mortgage Loan), on behalf
of the Trust Fund, to make claims) under such environmental insurance policy. In
the event that the Master Servicer (or the Special Servicer in the case of a
Specially Serviced Mortgage Loan) 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 (or
the Special Servicer in the case of a Specially Serviced Mortgage Loan) 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 (or the Special Servicer in
the case of a Specially Serviced Mortgage Loan) receives notice of any
termination of any environmental insurance policy that relates to one or more
Mortgage Loans, the Master Servicer (or the Special Servicer in the case of a
Specially Serviced Mortgage Loan) 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.

                                      -89-
<PAGE>

            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 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, 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, 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,

                                      -90-
<PAGE>
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).

            (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 will not cause the imposition
      of a tax on any of REMIC I, REMIC II or Loan REMIC under the REMIC
      Provisions or cause any of REMIC I, REMIC II or Loan REMIC 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

                                      -91-
<PAGE>
      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; 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, the
Artesia Mortgage Loan Purchase Agreement or the Merrill 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 Trustees'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 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.





                                      -92-
<PAGE>
         (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 permit such an action and shall, in accordance
with the Servicing Standard, seek such deficiency judgment if it deems
advisable.

         (g)      The Master Servicer shall, with the reasonable cooperation of
the Special 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 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


                                      -93-
<PAGE>
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 (including each Specially Serviced Mortgage Loan) and REO
Loan. As to each such Mortgage Loan and REO Loan, the Master Servicing Fee shall
accrue at the related Master Servicing Fee Rate and on the same principal amount
respecting which the related interest payment due on such 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 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


                                      -94-
<PAGE>
payable monthly (or, with respect to any Semi-Annual Mortgage Loan
semi-annually), 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.

         (b)      Additional servicing compensation in the form of: (i) all late
payment charges, Penalty Interest, modification fees for Mortgage 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 and accrued during the time that such Mortgage
Loan was not a Specially Serviced Mortgage Loan, and (ii) fifty percent (50%) of
any assumption fee to the extent actually paid by a Mortgagor with respect to
any Mortgage Loan that is not 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
or Additional Trust Fund Expenses as provided in Sections 3.03(d) and 4.03(d).
Penalty Interest or late payment charges in respect of any Mortgage 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 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, 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-


                                      -95-
<PAGE>
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 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 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 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 again became a Corrected Mortgage Loan. If the
Special Servicer is terminated or resigns, it will retain the right to receive
any and all Workout Fees payable with respect to any Specially Serviced Mortgage
Loan that became a Corrected Mortgage Loan during the period that it acted as
Special Servicer and remained a Corrected Mortgage Loan at the time of its
termination or resignation or if the Special Servicer resolved the circumstances
and/or conditions (including by way of a modification of the related Mortgage
Loan documents) causing the Mortgage Loan to be a Specially Serviced Loan, but
the Mortgage Loan had not as of the time the Special Servicer is terminated or
resigns become a Corrected Mortgage Loan because the related borrower had not
made three consecutive monthly debt service payments (but had made the most
recent monthly debt service payment prior to the termination of the Special
Servicer) and subsequently becomes a Corrected Mortgage Loan as a result of
making such three consecutive payments. The successor Special Servicer will not
be entitled to any portion of those Workout Fees.

         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, 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, the Artesia Mortgage Loan


                                      -96-
<PAGE>
Purchase Agreement or the Merrill Mortgage Loan Purchase Agreement, by the
Majority Subordinate Certificateholder or the Special Servicer pursuant to
Section 3.18(c), Section 3.18(d), Section 3.18(e) or Section 3.18(h) 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 Loan, (ii) one-hundred percent (100%) of any assumption fee to the
extent actually paid by a Mortgagor with respect to any Specially Serviced
Mortgage Loan and fifty percent (50%) of any assumption fee to the extent
actually paid by a Mortgagor with respect to any Mortgage Loan that is not a
Specially Serviced Mortgage Loan, and (iii) modification fees collected on all
Mortgage 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 or Additional Trust Fund Expenses 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. Amounts described in Section
3.11(d) with respect to the REMIC Loan shall be an expense of REMIC I.

         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


                                      -97-
<PAGE>
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. 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)


                                      -98-
<PAGE>
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.


                                      -99-
<PAGE>
         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 (in an electronic format reasonably acceptable 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, the Controlling Class Representative and the
Requesting Subordinate Certificateholder 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.

         The Master Servicer shall deliver to MLMLI upon request, without
charge, no more than twice per calendar year a current list of the Mortgagors
relating to the Merrill Mortgage Loans and their respective billing addresses
and telephone numbers; provided however, the Master Servicer shall be under no
obligation to provide any information not in its possession in connection with
the servicing of the Merrill Mortgage Loans.


                                     -100-
<PAGE>
         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 each
Requesting Subordinate Certificateholder, 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, 2003, 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, 2003, 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, Controlling Class Representative, Depositor, each
Requesting Subordinate Certificateholder 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


                                     -101-
<PAGE>
make available at their respective offices primarily responsible for
administration of the Mortgage Loans (or in the case of the Trustee, 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 or any Subordinate Requesting
Certificateholder, 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 or any Subordinate Requesting
Certificateholder, 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


                                     -102-
<PAGE>
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 or the Master Servicer's, as applicable, 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,


                                     -103-
<PAGE>
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, upon
request, 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.


                                     -104-
<PAGE>
         Section 3.16      Title to REO Property; REO Account.

         (a)      If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee on behalf of
the Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall
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 or the Loan REMIC, if applicable 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 REMIC I or
the Loan REMIC, if applicable 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 REMIC I, REMIC
II or the Loan REMIC or cause any of REMIC I, REMIC II or the Loan REMIC 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 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


                                     -105-
<PAGE>
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


                                     -106-
<PAGE>
         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(f).

                  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 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


                                     -107-
<PAGE>
                  (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


                                     -108-
<PAGE>
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 an REO Property only on the terms and subject to the conditions set forth in
this Section 3.18 or as otherwise expressly provided in or contemplated by
Sections 2.03(a) and 9.01.

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

                  In determining the fair value of any Defaulted Mortgage Loan,
the Special Servicer shall take into account, among other factors, the period
and amount of the delinquency on such Mortgage Loan, the occupancy level and
physical condition of the related Mortgaged Property, the state of the local
economy in the area where the Mortgaged Property is located, and the time and
expense associated with a purchaser's foreclosing on the related Mortgaged
Property and the expected recoveries from pursuing a work-out or foreclosure
strategy instead of selling the Defaulted Mortgage Loan to the Purchase Option
holder. In addition, the Special Servicer shall refer to all other relevant
information obtained by it or otherwise contained in the Mortgage Loan File;
provided that the Special Servicer shall take account of any change in


                                     -109-
<PAGE>
circumstances regarding the related Mortgaged Property known to the Special
Servicer that has occurred subsequent to, and that would, in the Special
Servicer's reasonable judgment, materially affect the value of the related
Mortgaged Property reflected in the most recent related Appraisal. Furthermore,
the Special Servicer shall consider all available objective third-party
information obtained from generally available sources, as well as information
obtained from vendors providing real estate services to the Special Servicer,
concerning the market for distressed real estate loans and the real estate
market for the subject property type in the area where the related Mortgaged
Property is located.

                  (c)      Subject to the terms set forth in Section 2.03, in
the event a Mortgage Loan becomes a Defaulted Mortgage Loan, each of the
Majority Subordinate Certificateholder and the Special Servicer (each, together
with their assignees, an "Option Holder") shall have an assignable option (a
"Purchase Option") to purchase such Defaulted Mortgage Loan from the Trust Fund
at a price (the "Option Price") equal to (i) the Purchase Price, if the Special
Servicer has not yet determined the fair value of the Defaulted Mortgage Loan,
or (ii) the fair value of the Defaulted Mortgage Loan as determined by the
Special Servicer in the manner described in Section 3.18(b) and in accordance
with the Servicing Standard, if the Special Servicer has made such fair value
determination. Any holder of a Purchase Option may sell, transfer, assign or
otherwise convey its Purchase Option with respect to any Defaulted Mortgage Loan
to any party at any time after the related Mortgage Loan becomes a Defaulted
Mortgage Loan. The transferor of any Purchase Option shall notify the Trustee
and the Master Servicer of such transfer and such notice shall include the
transferee's name, address, telephone number, facsimile number and appropriate
contact person(s) and shall be acknowledged in writing by the transferee.
Notwithstanding the foregoing, the Majority Subordinate Certificateholder shall
have the right to exercise its Purchase Option prior to any exercise of the
Purchase Option by the Special Servicer; provided, however, if the Purchase
Option is not exercised by the Majority Subordinate Certificateholder or any
assignee thereof within 60 days of a Mortgage Loan becoming a Defaulted Mortgage
Loan, then the Special Servicer shall have the right to exercise its Purchase
Option prior to any exercise by the Majority Subordinate Certificateholder and
the Special Servicer or its assignee may exercise such Purchase Option at any
time during the fifteen day period immediately following the expiration of such
60-day period. Following the expiration of such fifteen day period, the Majority
Subordinate Certificateholder shall again have the right to exercise its
Purchase Option prior to any exercise of the Purchase Option by the Special
Servicer. If not exercised earlier, the Purchase Option with respect to any
Defaulted Mortgage Loan will automatically terminate (i) once the related
Defaulted Mortgage Loan is no longer a Defaulted Mortgage Loan; provided,
however, that if such Mortgage Loan subsequently becomes a Defaulted Mortgage
Loan, the related Purchase Option shall again be exercisable, (ii) upon the
acquisition, by or on behalf of the Trust Fund, of title to the related
Mortgaged Property through foreclosure or deed in lieu of foreclosure or (iii)
the modification or pay-off, in full or at a discount, of such Defaulted
Mortgage Loan in connection with a workout.

                  (d)      RESERVED

                  (e)      Upon receipt of notice from the Special Servicer
indicating that a Mortgage Loan has become a Defaulted Mortgage Loan, the holder
(whether the original grantee of such option or any subsequent transferee) of
the Purchase Option may exercise the Purchase Option by providing the Master
Servicer and the Trustee written notice thereof (the "Purchase


                                     -110-
<PAGE>
Option Notice"), in the form of Exhibit BB, which notice shall identify the
Person that, on its own or through an Affiliate, will acquire the related
Mortgage Loan upon closing and shall specify a cash exercise price at least
equal to the Option Price. The Purchase Option Notice shall be delivered in the
manner specified in Section 11.05. The exercise of any Purchase Option pursuant
to this clause (e) shall be irrevocable.

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

                  Notwithstanding anything contained in this Section 3.18(f) to
the contrary, if the Special Servicer, the Majority Subordinate
Certificateholder or any of their respective Affiliates, is identified in the
Purchase Option Notice as the Person expected to acquire the related Mortgage
Loan, and the Option Price is based upon the Special Servicer's fair value
determination, and the Master Servicer and the Special Servicer are Affiliates,
the Trustee shall determine whether the Option Price represents fair value for
the Defaulted Mortgage Loan, in the manner set forth in Section 3.18(b) and as
soon as reasonably practicable but in any event within thirty (30) days (except
as such period may be extended as set forth in this paragraph) of its receipt of
the Purchase Option Notice and Determination Information from the Special
Servicer. In determining whether the Option Price represents the fair value of
such Defaulted Mortgage Loan, the Trustee may obtain an opinion as to the fair
value of such Defaulted Mortgage Loans, taking into account the factors set
forth in Section 3.18(b), from an Independent Appraiser or other Independent
expert of recognized standing having experience in evaluating the value of


                                     -111-
<PAGE>
defaulted mortgage loans which opinion shall be based on a review, analysis and
evaluation of the Determination Information, and to the extent such an
Independent Appraiser or third party deems any such Determination Information to
be defective, incorrect, insufficient or unreliable, such Person may base its
opinion on such other information it deems reasonable or appropriate, and absent
manifest error, the Trustee may conclusively rely on the opinion of any such
Person which was chosen by the Trustee with reasonable care. Notwithstanding the
thirty (30) day time period referenced above in this paragraph, the Trustee will
have an additional fifteen (15) days to make a fair value determination if the
Person referenced in the immediately preceding sentence has determined that the
Determination Information is defective, incorrect, insufficient or unreliable.
The reasonable costs of all appraisals, inspection reports and opinions of
value, reasonably incurred by the Trustee or any such third party pursuant to
this paragraph shall be advanced by the Master Servicer and shall constitute,
and be reimbursable as, Servicing Advances. In connection with the Trustee's
determination of fair value the Special Servicer shall deliver to the Trustee
the Determination Information for the use of the Trustee or any such third
party.

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

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


                                     -112-
<PAGE>
                  (h)      The Master Servicer shall immediately notify the
Trustee and the Special Servicer upon the holder of the effective Purchase
Option's failure to remit the purchase price specified in its Purchase Option
Notice pursuant to this Section 3.18(h). Thereafter, the Trustee shall notify
each Option Holder of such failure and any Option Holder may then exercise its
purchase option in accordance with this Section 3.18.

                  (i)      Unless and until the Purchase Option with respect to
a Defaulted Mortgage Loan is exercised, the Special Servicer shall pursue such
other resolution strategies available hereunder with respect to such Defaulted
Mortgage Loan, including, without limitation, workout and foreclosure, as the
Special Servicer may deem appropriate consistent with the Servicing Standard;
provided, however, the Special Servicer will not be permitted to sell the
Defaulted Mortgage Loan other than in connection with the exercise of the
related Purchase Option.

                  (j)      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, 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. The Special Servicer shall give the Controlling Class
Representative, the Master Servicer and the Trustee not less than five days'
prior written notice of its intention to sell any REO Property, and in respect
of such sale, the Special Servicer shall offer such REO Property in a
commercially reasonable manner. Where any Interested Person is among those
bidding with respect to an 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. 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.

                  (k)      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 REO Property or the
exercise of a Purchase Option, 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 REO Property or purchase any Defaulted Mortgage Loan.
Any sale of a Defaulted Mortgage Loan (pursuant to a Purchase Option) or an REO
Property shall be without recourse to, or representation or warranty by, the
Trustee, , the Depositor, the Special Servicer, the Master Servicer, any
Mortgage Loan Seller or the Trust. Notwithstanding the foregoing, nothing herein


                                     -113-
<PAGE>
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.

                  (l)      Upon exercise of a Purchase Option, the holder of
such Purchase Option shall be required to pay the purchase price specified in
its Purchase Option Notice to the Special Servicer within 10 Business Days of
exercising its Purchase Option. 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.

                  (m)      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.

                  (n)      The amount paid for a Defaulted Mortgage Loan or
related REO Property purchased under this Agreement shall be deposited into the
Certificate Account. 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.

                  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


                                     -114-
<PAGE>
any notices of default under the related Ground Lease should thereafter be
forwarded to the Master Servicer.

                  Section 3.20     Modifications, Waivers, Amendments and
Consents.

                  (a)      Subject to Sections 3.20(b) through 3.20(j) 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), 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


                                     -115-
<PAGE>
         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 or 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; or

                  (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.

                  (d)      Notwithstanding Section 3.20(c), but subject to the
third paragraph of this Section 3.20(d), 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 Specially Serviced 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 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.

                  In no event will the Special Servicer (i) extend the maturity
date of a Mortgage Loan beyond a date that is one year 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


                                     -116-
<PAGE>
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.


                                     -117-
<PAGE>
                  (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,


                                     -118-
<PAGE>
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
         any lease 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


                                     -119-
<PAGE>
                  (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: 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.

                  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, 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


                                     -120-
<PAGE>
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
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.

                  (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 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, 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;


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<PAGE>
                  (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 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 disapproves such Asset Status Report, the Special Servicer will
revise such Asset Status Report and deliver to the Controlling Class
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.

                  The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(d) until the Controlling Class
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 (and
consistent with the terms hereof) 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 (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


                                     -122-
<PAGE>
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, the terms hereof 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


                                     -123-
<PAGE>
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


                                     -124-
<PAGE>
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.


                                     -125-
<PAGE>
                  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, 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.


                                     -126-
<PAGE>
                  (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, the Depositor and the Master Servicer, as of the Closing
Date, that:

                  (i)      The Special Servicer is a corporation duly organized
         under the laws of the State of Florida, 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.


                                     -127-
<PAGE>
\                  (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 hereto.

                  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.


                                     -128-
<PAGE>
                  Section 3.25     Designation of Controlling Class
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


                                     -129-
<PAGE>
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.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

                  Section 4.01     Distributions.

                  (a)      On each Distribution Date the Trustee 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


                                     -130-
<PAGE>
         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 and 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 and 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


                                     -131-
<PAGE>
         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


                                     -132-
<PAGE>
         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));


                                     -133-
<PAGE>
                  (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


                                     -134-
<PAGE>
         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;


                                     -135-



<PAGE>

                  (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

                                     -136-
<PAGE>
         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;

                  (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
         (xlvii) 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-I and
Class IO-II Certificates on any Distribution Date pursuant to clause (i) above,
shall be deemed to have been made in respect of all the Components of such
Class, pro rata in accordance with the respective amounts of interest that would
be payable on such Components on such Distribution Date based on the Class IO-I
and Class IO-II Strip Rate, as applicable, of such Component multiplied by its
Component Notional Amount, less an allocable portion of any Prepayment Interest
Shortfall, together with any amounts thereof remaining unpaid from previous
Distribution Dates.

         (b) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account any amounts that represent Prepayment Premiums and/or Yield
Maintenance Charges (all Prepayment Premiums in respect of the REMIC Loan shall
be paid in respect of the Loan REMIC Regular Interest) 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 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:

With respect to Yield Maintenance Charges and Prepayment Premiums collected on
the Mortgage Loans:

                                     -137-
<PAGE>
         (i)      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 and Prepayment Amounts for each
                  such Class of Certificates for such Distribution Date; and

         (ii)     Second, to the Holders of the Class IO-I Certificates, to the
                  extent of any remaining portion of such Yield Maintenance
                  Charges and/or Prepayment Premiums.

         On each Distribution Date, the Trustee 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 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 Trustee with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise by check mailed to the address
of such Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined, 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 Trustee was subsequently notified in writing. If such check
is returned to the Trustee, the Trustee, 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
Trustee shall be set aside by the

                                     -138-
<PAGE>
Trustee 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
Trustee has not, after having taken such reasonable steps, located the related
Holder by the second anniversary of the initial sending of a check, the Trustee
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 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 Trustee
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 Trustee 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 Trustee expects that the final distribution with
         respect to such Class of Certificates will be made on such Distribution
         Date but only upon presentation and surrender of such Certificates at
         the 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

                                     -139-
<PAGE>
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 Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any 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 Trustee 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 Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

         (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; provided, however, that distributions of principal
with respect to the Class A-2 Certificates shall be deemed to have first been
distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest
LA-2-1 until its REMIC I Principal Balance is reduced to zero and then to REMIC
I Regular Interest LA-2-2. All distributions made in respect of the Class IO-I
and Class IO-II 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 two sentences 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; provided, however, with respect
to Realized Losses and Additional Trust Fund Expenses allocated to the Class A-2
Certificates, such corresponding distribution shall be deemed to be a
distribution with respect to REMIC I Regular Interest L-A-2-1 and REMIC I
Regular Interest L-A-2-2 allocated pro rata based upon their respective REMIC I

                                     -140-
<PAGE>
Principal Balances. 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 Trustee to the Holders of the Class R-I Certificates.

         (i) All payments made on the REMIC Loan or any related subsequently
acquired REO Property (other than amounts distributable to the Loan REMIC
Residual Interest in accordance with the Loan REMIC Declaration) shall be deemed
to be distributed to REMIC I (in the case of interest, at the Net Mortgage Rate
of the related REMIC Loan) before payments are made to the holder of the REMIC I
Regular Interests, and shall be treated as principal, interest, or Prepayment
Premiums, as the case may be, based on these characterizations with respect to
the REMIC Loan (or REO Property), except where expressly noted and, in addition,
any payment of principal on or reduction in the Stated Principal Balance of the
REMIC Loan shall reduce the principal balance of the Loan REMIC Regular
Interest. Any payments on or with respect to the REMIC Loan in excess of the
principal, interest and Prepayment Premiums distributable on the Loan REMIC
Regular Interest shall be distributable to the Class R-I Certificates in respect
of amounts distributed on the Loan REMIC Residual Interest. Servicing Fees and
Trustee Fees with respect to the REMIC Loan shall be paid by REMIC I in
determining the Net Mortgage Rate of the REMIC Loan, and all other servicing
compensation with respect to the REMIC Loan payable to the Master Servicer or
the Special Servicer shall be payable by REMIC I, except as provided in Section
3.05(a).

         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 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;

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                  (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;

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                  (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;

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                  (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 R-I
         Certificates 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

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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, or provide
electronically or cause the provision electronically 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 1:00 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.

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<PAGE>
         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 Trustee 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, net, with respect to any P&I
Advance of a delinquent semi-annual Periodic Payment on the Semi-Annual Mortgage
Loan, of the Swap Fee. 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 (i) the aggregate of all Periodic Payments (other
than Balloon Payments) and any

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Assumed Scheduled Payments, net of related Servicing Fees, and, if applicable,
Swap 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 and (ii) with respect to the
Semi-Annual Mortgage Loan for which there is no Due Date in the month in which
such Distribution Date falls, the Semi-Annual Loan Interest Advance Amount for
such Semi-Annual Mortgage Loan and such Distribution 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 and, if applicable,
Swap 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 (y), 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(d) and (B) the
amount of the principal portion of the P&I Advance that would otherwise be
required without regard to this clause (y).

         (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

                                     -147-
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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 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 due date of such Mortgage Loan or 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 or
Additional Trust Fund Expenses related to such Mortgage Loan have 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 Advance for such Mortgage Loan and Additional Trust Fund
Expenses incurred on such Mortgage Loan during such 12-month period for which
the Trust Fund has not been previously reimbursed. Under no circumstances shall
the Master Servicer or the Trustee be entitled to recover interest on any
portion of a P&I Advance represented by a Semi-Annual Loan Interest Advance
Amount so long as no payment default exists under such Semi-Annual Mortgage
Loan, and if any such payment default does exist, the Master Servicer or the
Trustee, as applicable, shall be entitled to recover interest on any such P&I
Advance only from and after the Due Date as to which such default occurred. 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)

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<PAGE>
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.

         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 Trustee 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
and in any event that were not offset by late payment charges or Penalty
Interest or 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 aggregate Stated
Principal Balance of the Mortgage Pool that will be outstanding 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 thereof 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 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.

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<PAGE>
         (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 as a result of
Realized Losses and Additional Trust Fund Expenses to equal the Class Principal
Balance of the Class of Corresponding Certificates that will be outstanding
immediately following such Distribution Date; provided, that with respect to the
application of reductions of the aggregate REMIC I Principal Balances of REMIC I
Regular Interests LA-2-1 and LA-2-2 to the Class Principal Balance of the Class
A-2 Certificates that will be outstanding immediately following such
Distribution Date, each such reduction shall be allocated pro rata between such
REMIC I Regular Interests based upon their respective REMIC I Principal
Balances. Realized Losses or Additional Trust Fund Expenses allocable to the
REMIC Loan shall reduce the Uncertificated Principal Balances of the Loan REMIC
Regular Interest.

         (c) On any Distribution Date, the amount of any Mortgage Deferred
Interest will be allocated as Certificate Deferred Interest to each outstanding
Class of Sequential Pay Certificates in reverse alphabetical order (except with
respect to the Class A-1 and Class A-2 Certificates, which amounts shall be
applied pro rata (based on remaining Class Principal Balances) to such
Certificates), 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; provided,
however, allocations to REMIC I Regular Interests LA-2-1 and LA-2-2 shall be
applied pro rata based upon their respective REMIC I Principal Balances, in each
case up to the Pass-Through Rate of the Corresponding Certificates.

         (d) 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: 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(d).

         Section 4.05 Calculations.

         The Trustee 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

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Losses and Additional Trust Fund Expenses to be made pursuant to Section 4.04.
The Trustee shall calculate the Available Distribution Amount for each
Distribution Date and shall allocate such amount among Certificateholders in
accordance with this Agreement, and the Trustee 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 Trustee 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 shall initially be held and
transferred through the book-entry facilities of the Depository. The Regular
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

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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 Street and Marquette Avenue, 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 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

                                     -152-
<PAGE>
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 a 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 other retirement plan or other employee
benefit plan or arrangement 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") unless (A) in the case
of a Certificate other than a Residual Certificate, a Class Z-I Certificate or a
Class Z-II Certificate, the transferee 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") or (B) in the case of a Certificate other than an
ERISA Restricted Certificate, a Residual Certificate, a Class Z-I Certificate or
a Class Z-II Certificate, the transferee (1) qualifies as an accredited investor
as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2)
satisfies all the requirements of the Exemptions as in effect at the time of
such transfer. Each Person who acquires a 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 that it will not transfer such
Certificate in violation of the foregoing, and each Person who acquires a
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.

                                     -153-
<PAGE>
         (d) (i) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee under clause (ii)(A) below to deliver
payments to a Person other than such Person and to have irrevocably authorized
the 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
                  Trustee 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

                                     -154-
<PAGE>
                  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 Trustee 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

                                     -155-
<PAGE>
         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 either 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.

                                     -156-
<PAGE>
         (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 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

                                     -157-
<PAGE>
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 and 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

                                     -158-
<PAGE>
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.

                                     -159-
<PAGE>
         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 or the
Certificateholders for any action taken, or not taken, in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer or the Special
Servicer against any liability to the Trust Fund, the Trustee or the
Certificateholders 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

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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, 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, 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

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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 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
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

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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

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<PAGE>
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 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 of the following actions as to which
the Controlling Class Representative has objected 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):

                  (i) any foreclosure upon or comparable conversion (which may
         include acquisitions of an REO Property) of the ownership of properties
         securing such of the Specially Serviced Mortgage Loans as come into and
         continue in default;

                  (ii) any modification or waiver of a 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 an REO Property (other than in
         connection with the termination of the Trust Fund or pursuant to
         Section 3.18);

                  (iv) any determination to bring an REO Property into
         compliance with applicable environmental laws or to otherwise address
         Hazardous Materials located at an REO Property;

                  (v) any acceptance of substitute or additional collateral for
         a Mortgage Loan unless required by the underlying loan documents;

                  (vi) any waiver of a "due-on-sale" clause or
         "due-on-encumbrance" clause; and

                  (vii) any acceptance of an assumption agreement releasing a
         borrower from liability under a Mortgage Loan.

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<PAGE>
         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 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 applicable
law, 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 or 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.

         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 Trustee 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, in the case of deposits and remittances to
         the Distribution Account, continues unremedied until 10:00 a.m., New
         York City time on the related

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<PAGE>
         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 or the Special
         Servicer, as the case may be, by any other party hereto or 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
         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

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<PAGE>
                  (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) the Trustee shall have received a written notice from
         Moody's (which the Trustee shall promptly forward to the Master
         Servicer or the Special Servicer, as applicable), to the effect that if
         the Master Servicer or the Special Servicer, as applicable, continues
         to act in such capacity, the rating or ratings on one or more Classes
         of Certificates will be downgraded or withdrawn if such Master Servicer
         or the Special Servicer, as applicable, is not replaced; provided,
         however, that the Master Servicer or the Special Servicer, as
         applicable, shall have sixty (60) days to resolve such matters to the
         satisfaction of Moody's (or such longer time period as may be agreed in
         writing by Moody's) prior to the replacement of the Master Servicer or
         the Special Servicer or the downgrade of any Class of Certificates; or

                  (xi) the Master Servicer or the Special Servicer, as
         applicable, (i) is not an approved Master Servicer or Special Servicer,
         as applicable, by S&P or (ii) is not rated at least "CMS3" or "CSS3",
         as applicable, by Moody's; or

                  (xii) the Master Servicer shall fail to remit to the Trustee
         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

                                     -167-
<PAGE>
         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

                                     -168-
<PAGE>
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.

         The Master Servicer further agrees that if it is terminated pursuant to
this Section 7.01(b) or if it resigns under the circumstances permitted under
Section 6.04, or if for any other reason it is no longer the Master Servicer,
the Depositor shall promptly (and in any event no later than five Business Days
after its receipt of the notice of termination or after the effectiveness of
such resignation, as applicable) at the Depositor's expense (to the extent such
expense exceeds 0.14% per annum based on the aggregate principal balance of the
Semi-Annual Mortgage Loan) cause a qualified substitute counterparty (possessing
a short-term rating of at least "P-1" by Moody's and at least "A-1" by Standard
& Poor's) to enter into a swap agreement with the Trustee, as successor Master
Servicer, or the successor Master Servicer, on terms substantially equivalent to
those set forth in the Semi-Annual Loan Swap Arrangement. In no event will any
expenses related to or amounts due under the Semi-Annual Loan Swap Arrangement
be an obligation of or reimbursable from the Trust Fund or the Trustee.

         (c) If the Master Servicer receives a notice of termination under
Section 7.01(b) solely due to an Event of Default under Section 7.01(a)(xi) or
(xii) and if the terminated Master Servicer provides the Trustee with the
appropriate "request for proposal" materials within the five Business Days after
such termination notice, the Master Servicer shall continue to serve as Master
Servicer hereunder until a successor Master Servicer is selected in accordance
with this Section 7.01(c). Upon receipt of the "request for proposal" materials,
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 Master Servicer to be terminated
pursuant to Section 7.01(b) 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 notice of
termination to the Master Servicer. The materials provided to the Trustee shall
provide for soliciting 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

                                     -169-
<PAGE>
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).

         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
Master Servicer to be terminated pursuant to Section 7.01(b) 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 (net of
"out-of-pocket" expenses incurred in connection with obtaining such bid and
transferring servicing).

         If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within such 45-day period or no Successful Bidder was
identified within such 45-day period, the Master Servicer to be terminated
pursuant to Section 7.01(b) 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

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<PAGE>
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

                                     -171-
<PAGE>
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), (x) or (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

                                     -172-
<PAGE>
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
         Authenticating Agent, Certificate Registrar, REMIC Administrator and
         Custodian.

                                     -173-
<PAGE>
         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;

                                     -174-
<PAGE>
         (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 8.15 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 8.15, 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

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<PAGE>
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. The Trustee fee with respect to the REMIC Loans shall be an expense
of REMIC I. 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; 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 a 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

                                     -176-
<PAGE>
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 but, except to the extent permitted or required by Section
7.02, shall not be an "Affiliate" (as such term is defined in Section III of PTE
2000-58) of the Master Servicer, the Special Servicer, any sub-servicer, the
Underwriters, the Depositor, or any obligor with respect to Mortgage Loans
constituting more than 5.0% of the aggregate authorized principal balance of the
Mortgage Loans as of the date of the initial issuances of the Certificates or
any "Affiliate" (as such term is defined in Section III of PTE 2000-58) of any
such person.

         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 of its property shall be appointed, or
any public officer shall take charge or control of the Trustee of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, or if
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 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

                                     -177-
<PAGE>
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.

                                     -178-


<PAGE>


                  (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

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<PAGE>
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.


                                     -180-
<PAGE>
                  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. If Wells Fargo Bank
Minnesota, N.A. is removed as Trustee, then Wells Fargo Bank Minnesota, N.A.
shall be terminated as Authenticating Agent. If the Authenticating Agent (other
than Wells Fargo Bank Minnesota, N.A.) resigns or is terminated, the Trustee
shall appoint a successor Authenticating Agent which may be the Trustee or an
Affiliate thereof. 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

                                     -181-
<PAGE>
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 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 8.14 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. If Wells Fargo Bank Minnesota, N.A. is removed as
Trustee, then Wells Fargo Bank Minnesota, N.A. shall be terminated as REMIC
Administrator.

                  (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 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,

                                     -182-
<PAGE>
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 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

                                     -183-
<PAGE>
         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 8.16 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.


                                     -184-
<PAGE>
                  SECTION 8.17 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.

                                   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 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 REMIC
I and the Loan REMIC at a price equal to (1) the aggregate Purchase Price of all
the Mortgage Loans included in REMIC I and the Loan REMIC, plus (2) the
appraised value of each REO Property, if any, included in REMIC I and the Loan
REMIC, 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 REMIC I and the Loan REMIC, 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 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 REMIC I and the Loan REMIC as
contemplated by clause (i) of the

                                     -185-
<PAGE>
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 at the time
of such election is less than 1% of the aggregate Cut-off Date Balances of the
Mortgage Loans 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 REMIC I and the Loan REMIC 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 REMIC I and the Loan REMIC 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 and the Loan REMIC, the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder, as
applicable, shall deliver to the Trustee 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 or 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 REMIC I and the Loan REMIC, 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

                                     -186-
<PAGE>
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 Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Distribution Account that are allocable to payments on the Class
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) to the extent
attributable to the REMIC Loan, distributed in respect of the Loan REMIC Regular
Interest and distributed to the holder of the Loan REMIC Residual Interest in
accordance with Section 3.05(b) and Section 4.01(i), (ii) distributed in respect
of the REMIC I Regular Interests and distributed to the Class R-I Certificates
in respect of the R-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 Trustee 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 Trustee shall distribute to the Class Z-II Certificateholders
any amount then on deposit in the Additional Interest Account that was paid on a
First Union Mortgage Loan or Merrill 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 Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such
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.


                                     -187-
<PAGE>
                  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 REMIC I and the Loan REMIC as provided in Section
9.01, the Trust Fund (and, accordingly, the Loan REMIC, REMIC I 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) prior to the end of such ninety (90) day liquidation
         period and at the time of the making of the final payment on the
         Certificates, the Trustee shall distribute or credit, or cause to be
         distributed or credited, to the 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 and 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 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 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 REMIC I and REMIC II, respectively. The Class R-I
Certificates and the Class R-II Certificates

                                     -188-
<PAGE>
are hereby designated as the single class of "residual interests" (within the
meaning of Section 860G(a)(2) of the Code) in 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 REMIC I Regular Interests and the Regular
Certificates shall be the Distribution Date in August 2031. The "start-up day"
of the Loan REMIC was July 24, 2000.

                  (d) The REMIC Administrator shall administer the Loan REMIC in
accordance with the Loan REMIC Declaration and the REMIC Provisions and shall
comply with and perform all federal and, if applicable, state and local income
tax return and information reporting requirements with respect to the Loan
REMIC, and shall otherwise administer the Loan REMIC in the same manner as
specified for the REMIC I and REMIC II in this Section 10.01. The REMIC Loan
shall be serviced and administered in accordance with the provisions of Article
III hereof and the Loan REMIC Declaration. The REMIC Administrator shall
maintain separate accounting with respect to the Loan REMIC sufficient (i) to
comply with such return and information reporting requirements, including
quarterly and annual reporting on Schedule Q to Form 1066 to the holders of the
Class R-I Certificates with respect to the Loan REMIC Residual Interest, (ii) to
account for the Loan REMIC Regular Interest as an asset of REMIC I, (iii) to pay
or cause to be paid any federal, state or local income tax attributable to the
Loan REMIC from payments received on or with respect to the REMIC Loan, and (iv)
to cause any payments on the REMIC Loan in excess of amounts distributable in
respect of the Loan REMIC Regular Interest to be distributed in respect of the
Loan REMIC Residual Interest.

                  (e) 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.

                  (f) 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(h) or 10.01(i)).

                  (g) Within 30 days after the Closing Date, the REMIC
Administrator shall obtain taxpayer identification numbers for each of REMIC I
and REMIC II by preparing and

                                     -189-
<PAGE>
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.

                  (h) 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.

                  (i) 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 and
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 REMIC I, REMIC II or the
Loan REMIC 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 REMIC I, REMIC II or the Loan REMIC as
a REMIC, or (ii) except as provided in Section 3.17(a), result in the imposition
of a tax upon either REMIC I, REMIC II or the Loan REMIC (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


                                     -190-
<PAGE>
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 REMIC I, REMIC II or the
Loan REMIC, or causing either REMIC I, REMIC II or the Loan REMIC 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 either REMIC I, REMIC II or
the Loan REMIC 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
REMIC I, REMIC II and the Loan REMIC 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.

                  (j) If any tax is imposed on any of REMIC I, REMIC II or the
Loan REMIC, 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 REMIC I, REMIC II or the Loan REMIC 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
respective 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 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

                                     -191-
<PAGE>
Trust Fund. Any such amounts payable by the Trust Fund shall be paid by the
Trustee 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).

                  (k) The REMIC Administrator shall, for federal income tax
purposes, maintain books and records with respect to each of REMIC I and REMIC
II on a calendar year and on an accrual basis.

                  (l) Following the Startup Day, none of the Trustee, the Master
Servicer, or 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, 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.

                  (m) None of the Trustee, the Master Servicer, 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 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 on
behalf of 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,
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.

                  (n) 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.


                                     -192-
<PAGE>
                  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 Loan REMIC Residual 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 Mortgage Loans and proceeds
thereof. The Class R-I Certificates shall represent an undivided beneficial
interest in the Loan REMIC Residual Interest.

                  (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

                                     -193-
<PAGE>
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

                                     -194-
<PAGE>
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 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

                                     -195-
<PAGE>
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 the
Loan REMIC, REMIC I or REMIC II pursuant to the REMIC Provisions or on the
Grantor Trust or cause the Loan REMIC, REMIC I or REMIC II 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

                                     -196-
<PAGE>
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.

                                     -197-
<PAGE>
                  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 28288, 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 C4, facsimile
number: 704-593-7735 with a copy to Wachovia Corporation, Legal Department, 201
South College Street, Charlotte, North Carolina 28228, Attention: Lars Carlsten,
Esq.; (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-C4, 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-C4, 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, 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 Road, Greenwich, Connecticut 06830, Attention: Chris McCormack,
facsimile number (203) 618-2052, (vi) in the case of the Rating Agencies, (A)
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
facsimile number: (212) 553-0300; and (B) S&P Ratings Services, 55 Water Street,
New York, New York 10041-0003 Attention: CMBS Surveillance Group, facsimile
number 212-438-2662, (vii) in the case of MLMLI, Merrill Lynch Mortgage Lending,
Inc., Four World Financial Center, New York, New York 10080 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,


                                     -198-
<PAGE>
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:

                                     -199-
<PAGE>
                  (i) any material change or amendment to this Agreement;

                  (ii) the occurrence of any Event of Default that has not been
         cured;

                  (iii) the resignation or termination of the Trustee, the
         Master Servicer or the Special Servicer;

                  (iv) the repurchase of Mortgage Loans by any of the Mortgage
         Loan Sellers pursuant to the First Union Mortgage Loan Purchase
         Agreement, the Artesia Mortgage Loan Purchase Agreement or the Merrill
         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).


                                     -200-
<PAGE>
                  (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.


                                     -201-
<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:
                                   --------------------------------------------
                                     Name:  William J. Cohane
                                     Title: Director


                                FIRST UNION NATIONAL BANK,
                                     Master Servicer

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


                                LENNAR PARTNERS, INC.
                                     Special Servicer

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


                                WELLS FARGO BANK MINNESOTA, N.A.
                                     Trustee

                                By:
                                   --------------------------------------------
                                     Name:
                                     Title:
<PAGE>
                          FORM OF CLASS A-1 CERTIFICATE

             CLASS A-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                          <C>
Pass-Through Rate: 5.673% per annum          Class Principal Balance of the Class
                                             A-1 Certificates as of the Closing
                                             Date: $286,136,000

Date of Pooling and Servicing Agreement:     Initial Certificate Principal Balance
as of December 1, 2001                       of this Class A-1 Certificate as of
                                             the Closing Date: $286,136,000

Closing Date: December 20, 2001              Aggregate Stated Principal Balance of
                                             the Mortgage Loans as of the Cut-Off
                                             Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer: First Union National Bank   Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                            CUSIP No. 33736XEA3
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-1-1
<PAGE>
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, 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 Cede & Co. 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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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


                                     A-1-2
<PAGE>
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 the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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


                                     A-1-3
<PAGE>
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 Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 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


                                     A-1-4
<PAGE>
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 two 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.







                                     A-1-5
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: December 20, 2001

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Certificate Registrar



                                    By:
                                       --------------------------------------
                                        Authorized Representative






                                     A-1-6
<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








                                     A-1-7
<PAGE>
                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
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







                                     A-1-8
<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.







                                     A-1-9
<PAGE>
                                  EXHIBIT A-2-1

                          FORM OF CLASS A-2 CERTIFICATE

             CLASS A-2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                          <C>
Pass-Through Rate: 6.223% per annum          Class Principal Balance of the Class
                                             A-2 Certificates as of the Closing
                                             Date: $469,800,000

Date of Pooling and Servicing Agreement:     Initial Certificate Principal Balance
as of December 1, 2001                       of this Class A-2 Certificate as of
                                             the Closing Date: $400,000,000

Closing Date: December 20, 2001              Aggregate Stated Principal Balance of
                                             the Mortgage Loans as of the Cut-Off
                                             Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer: First Union National Bank   Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                            CUSIP No. 33736XEB1
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-2-1-1
<PAGE>
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, THE CLASS A-1 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 Cede & Co. 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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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


                                    A-2-1-2
<PAGE>
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 the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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


                                    A-2-1-3
<PAGE>
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 Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 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-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


                                    A-2-1-4
<PAGE>
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 two 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.








                                    A-2-1-5
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: December 20, 2001

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Certificate Registrar



                                    By:
                                       --------------------------------------
                                        Authorized Representative





                                    A-2-1-6
<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






                                    A-2-1-7
<PAGE>
                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
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









                                    A-2-1-8
<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.








                                    A-2-1-9
<PAGE>
                                  EXHIBIT A-2-2

                          FORM OF CLASS A-2 CERTIFICATE

             CLASS A-2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                          <C>
Pass-Through Rate: 6.223% per annum          Class Principal Balance of the Class
                                             A-2 Certificates as of the Closing
                                             Date: $469,800,000
Date of Pooling and Servicing Agreement:     Initial Certificate Principal Balance
as of December 1, 2001                       of this Class A-2 Certificate as of
                                             the Closing Date: $69,800,000

Closing Date: December 20, 2001              Aggregate Stated Principal Balance of
                                             the Mortgage Loans as of the Cut-Off
                                             Date: $978,559,069
First Distribution Date: January 14, 2002

Master Servicer: First Union National Bank   Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 2                            CUSIP No. 33736XEB1
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                    A-2-2-1
<PAGE>
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, THE CLASS A-1 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 Cede & Co. 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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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


                                    A-2-2-2
<PAGE>
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 the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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


                                    A-2-2-3
<PAGE>
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 Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 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-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


                                    A-2-2-4
<PAGE>
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 two 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.








                                    A-2-2-5
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: December 20, 2001

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Certificate Registrar



                                    By:
                                       --------------------------------------
                                        Authorized Representative






                                    A-2-2-6
<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








                                    A-2-2-7
<PAGE>
                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
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






                                    A-2-2-8
<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.









                                    A-2-2-9
<PAGE>
                                  EXHIBIT A-3-1

                         FORM OF CLASS IO-I CERTIFICATE

            CLASS IO-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                          <C>
Pass-Through Rate: Variable                  Aggregate Certificate Notional Amount
                                             of all Class IO-I Certificates as of
                                             the Closing Date: $978,559,069

Date of Pooling and Servicing Agreement:     Certificate Notional Amount of this
as of December 1, 2001                       Class IO-I Certificate as of the
                                             Closing Date: $400,000,000

Closing Date: December 20, 2001              Aggregate Stated Principal Balance of
                                             the Mortgage Loans as of the Cut-Off
                                             Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer: First Union National Bank   Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                            CUSIP No. 33736XEG0
</TABLE>

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.

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



                                    A-3-1-1
<PAGE>
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-I
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 Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class IO-I Certificate in that certain
beneficial ownership interest evidenced by all the Class IO-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.



                                    A-3-1-2
<PAGE>
            Pursuant to the terms of the Agreement, distributions will be made
on the 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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-I Certificates on the applicable
Distribution Date pursuant to the Agreement. The Pass-Through Rate applicable to
each Component of the Class IO-I Certificates for each Distribution Date is as
provided in the Agreement. All distributions made under the Agreement on the
Class IO-I Certificates will be made by the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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-I 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-I 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-I Certificates are exchangeable for new Class IO-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


                                    A-3-1-3
<PAGE>
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class IO-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 IO-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 IO-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 IO-I
Certificate without registration or qualification. Any Class IO-I
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class IO-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 IO-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
IO-I Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 Certificate Registrar or any
such agent shall be affected by notice to the contrary.



                                    A-3-1-4
<PAGE>
            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier 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-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 two 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.





                                    A-3-1-5
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: December 20, 2001

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Certificate Registrar


                                    By:
                                       --------------------------------------
                                        Authorized Representative








                                    A-3-1-6
<PAGE>
                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class IO-I Certificates referred to in the
within-mentioned Agreement.

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Authenticating Agent



                                    By:
                                       --------------------------------------
                                        Authorized Representative









                                    A-3-1-7
<PAGE>
ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
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







                                    A-3-1-8
<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.







                                    A-3-1-9
<PAGE>
                                  EXHIBIT A-3-2

                         FORM OF CLASS IO-I CERTIFICATE

            CLASS IO-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                          <C>
Pass-Through Rate: Variable                  Aggregate Certificate Notional Amount
                                             of all Class IO-I Certificates as of
                                             the Closing Date: $978,559,069

Date of Pooling and Servicing Agreement:     Certificate Notional Amount of this
as of December 1, 2001                       Class IO-I Certificate as of the
                                             Closing Date: $400,000,000

Closing Date: December 20, 2001              Aggregate Stated Principal Balance of
                                             the Mortgage Loans as of the Cut-Off
                                             Date: $978,449,069

First Distribution Date: January 14, 2002

Master Servicer: First Union National Bank   Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 2                            CUSIP No. 33736XEG0
</TABLE>

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.

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



                                    A-3-2-1
<PAGE>
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-I
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 Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class IO-I Certificate in that certain
beneficial ownership interest evidenced by all the Class IO-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.


                                    A-3-2-2
<PAGE>
            Pursuant to the terms of the Agreement, distributions will be made
on the 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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-I Certificates on the applicable
Distribution Date pursuant to the Agreement. The Pass-Through Rate applicable to
each Component of the Class IO-I Certificates for each Distribution Date is as
provided in the Agreement. All distributions made under the Agreement on the
Class IO-I Certificates will be made by the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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-I 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-I 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-I Certificates are exchangeable for new Class IO-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


                                    A-3-2-3
<PAGE>
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class IO-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 IO-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 IO-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 IO-I
Certificate without registration or qualification. Any Class IO-I
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class IO-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 IO-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
IO-I Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 Certificate Registrar or any
such agent shall be affected by notice to the contrary.



                                    A-3-2-4
<PAGE>
            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier 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-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 two 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.






                                    A-3-2-5
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: December 20, 2001

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Certificate Registrar


                                    By:
                                       --------------------------------------
                                        Authorized Representative







                                    A-3-2-6
<PAGE>
                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class IO-I Certificates referred to in the
within-mentioned Agreement.

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Authenticating Agent



                                    By:
                                       --------------------------------------
                                        Authorized Representative







                                    A-3-2-7
<PAGE>
                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
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







                                    A-3-2-8
<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.







                                    A-3-2-9
<PAGE>
                                  EXHIBIT A-3-3

                         FORM OF CLASS IO-I CERTIFICATE

            CLASS IO-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                          <C>
Pass-Through Rate: Variable                  Aggregate Certificate Notional Amount
                                             of all Class IO-I Certificates as of
                                             the Closing Date: $978,559,069

Date of Pooling and Servicing Agreement:     Certificate Notional Amount of this
as of December 1, 2001                       Class IO-I Certificate as of the
                                             Closing Date: $178,559,069

Closing Date: December 20, 2001              Aggregate Stated Principal Balance of
                                             the Mortgage Loans as of the Cut-Off
                                             Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer: First Union National Bank   Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 2                            CUSIP No. 33736XEG0
</TABLE>

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.

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



                                    A-3-3-1
<PAGE>
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-I
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 Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class IO-I Certificate in that certain
beneficial ownership interest evidenced by all the Class IO-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.



                                    A-3-3-2
<PAGE>
            Pursuant to the terms of the Agreement, distributions will be made
on the 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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-I Certificates on the applicable
Distribution Date pursuant to the Agreement. The Pass-Through Rate applicable to
each Component of the Class IO-I Certificates for each Distribution Date is as
provided in the Agreement. All distributions made under the Agreement on the
Class IO-I Certificates will be made by the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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-I 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-I 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-I Certificates are exchangeable for new Class IO-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


                                    A-3-3-3
<PAGE>
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class IO-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 IO-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 IO-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 IO-I
Certificate without registration or qualification. Any Class IO-I
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class IO-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 IO-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
IO-I Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 Certificate Registrar or any
such agent shall be affected by notice to the contrary.



                                    A-3-3-4
<PAGE>
            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier 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-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 two 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.







                                    A-3-3-5
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: December 20, 2001

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Certificate Registrar


                                    By:
                                       --------------------------------------
                                        Authorized Representative







                                    A-3-3-6
<PAGE>
                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class IO-I Certificates referred to in the
within-mentioned Agreement.

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Authenticating Agent



                                    By:
                                       --------------------------------------
                                        Authorized Representative








                                    A-3-3-7
<PAGE>
                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
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






                                    A-3-3-8
<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.








                                    A-3-3-9
<PAGE>
                                  EXHIBIT A-4-1

                         FORM OF CLASS IO-II CERTIFICATE

            CLASS IO-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                                          <C>
Pass-Through Rate: Variable                                  Aggregate Certificate Notional Amount of all Class
                                                             IO-II Certificates as of the Closing Date: $537,874,000

Date of Pooling and Servicing Agreement: as of December 1,   Certificate Notional Amount of this Class IO-II
2001                                                         Certificate as of the Closing Date: $400,000,000

Closing Date:  December 20, 2001                             Aggregate Stated Principal Balance of the Mortgage
                                                             Loans as of the Cut-Off Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank                  Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                                            CUSIP No. 33736XEH8
</TABLE>

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.

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


                                    A-4-1-1
<PAGE>
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-II
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 RELATING TO SUCH COMPONENTS 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 Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class IO-II Certificate in that certain
beneficial ownership interest evidenced by all the Class IO-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.


                                    A-4-1-2
<PAGE>
                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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-II Certificates on the applicable
Distribution Date pursuant to the Agreement. The Pass-Through Rate applicable to
each Component of the Class IO-II Certificates for each Distribution Date will
be as provided in the Agreement. All distributions made under the Agreement on
the Class IO-II Certificates will be made by the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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-II 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-II 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-II Certificates are exchangeable for new Class IO-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


                                    A-4-1-3
<PAGE>
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class IO-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 IO-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 IO-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 IO-II
Certificate without registration or qualification. Any Class IO-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class IO-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 IO-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
IO-II Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 Certificate Registrar or any
such agent shall be affected by notice to the contrary.


                                    A-4-1-4
<PAGE>
                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier 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-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 two 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.


                                    A-4-1-5
<PAGE>
                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                                 as Certificate Registrar

                                            By:
                                               -------------------------------
                                                     Authorized Representative


                                    A-4-1-6
<PAGE>
                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class IO-II Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                                 as Authenticating Agent

                                            By:
                                               ---------------------------------
                                                     Authorized Representative


                                    A-4-1-7
<PAGE>
                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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


                                    A-4-1-8
<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.


                                    A-4-1-9
<PAGE>
                                  EXHIBIT A-4-2

                         FORM OF CLASS IO-II CERTIFICATE

            CLASS IO-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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
<TABLE>
<S>                                                          <C>
Pass-Through Rate: Variable                                  Aggregate Certificate Notional Amount of all Class
                                                             IO-II Certificates as of the Closing Date: $537,874,000

Date of Pooling and Servicing Agreement: as of December 1,   Certificate Notional Amount of this Class IO-II
2001                                                         Certificate as of the Closing Date: $137,874,000

Closing Date:  December 20, 2001                             Aggregate Stated Principal Balance of the Mortgage
                                                             Loans as of the Cut-Off Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank                  Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 2                                            CUSIP No. 33736XEH8
</TABLE>

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.

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                                    A-4-2-1
<PAGE>
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-II
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 RELATING TO SUCH COMPONENTS 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 Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class IO-II Certificate in that certain
beneficial ownership interest evidenced by all the Class IO-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.


                                    A-4-2-2
<PAGE>
                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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-II Certificates on the applicable
Distribution Date pursuant to the Agreement. The Pass-Through Rate applicable to
each Component of the Class IO-II Certificates for each Distribution Date will
be as provided in the Agreement. All distributions made under the Agreement on
the Class IO-II Certificates will be made by the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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-II 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-II 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-II Certificates are exchangeable for new Class IO-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


                                    A-4-2-3
<PAGE>
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class IO-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 IO-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 IO-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 IO-II
Certificate without registration or qualification. Any Class IO-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class IO-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 IO-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
IO-II Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 Certificate Registrar or any
such agent shall be affected by notice to the contrary.


                                    A-4-2-4
<PAGE>
                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier 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-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 two 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.


                                    A-4-2-5
<PAGE>
                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                                 as Certificate Registrar

                                            By:
                                               ---------------------------------
                                                     Authorized Representative


                                    A-4-2-6
<PAGE>
                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class IO-II Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                                 as Authenticating Agent

                                            By:
                                               ---------------------------------
                                                     Authorized Representative


                                    A-4-2-7
<PAGE>
                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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



                                    A-4-2-8
<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.



                                    A-4-2-9
<PAGE>
                                   EXHIBIT A-5

                           FORM OF CLASS B CERTIFICATE

              CLASS B COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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
<TABLE>
<S>                                                          <C>
Pass-Through Rate:  6.417% per annum                         Class Principal Balance of the Class B Certificates as
                                                             of the Closing Date: $36,696,000

Date of Pooling and Servicing Agreement: as of December 1,   Initial Certificate Principal Balance of this Class B
2001                                                         Certificate as of the Closing Date: $36,696,000

Closing Date:  December 20, 2001                             Aggregate Stated Principal Balance of the Mortgage
                                                             Loans as of the Cut-Off Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank                  Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                                            CUSIP No. 33736XEC9
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-5-1
<PAGE>
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-I CERTIFICATES AND THE CLASS IO-II 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 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 Cede & Co. 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.


                                     A-5-2
<PAGE>
                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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 the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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


                                     A-5-3
<PAGE>
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such distribution is made upon this
Certificate.

                  The 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 Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 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


                                     A-5-4
<PAGE>
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 two 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.


                                     A-5-5
<PAGE>
                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                                 as Certificate Registrar

                                            By:
                                               ---------------------------------
                                                     Authorized Representative


                                     A-5-6
<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


                                     A-5-7
<PAGE>
                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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



                                     A-5-8
<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.


                                     A-5-9

<PAGE>

                                   EXHIBIT A-6

                           FORM OF CLASS C CERTIFICATE

              CLASS C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                              <C>
Pass-Through Rate: 6.538% per annum              Class Principal Balance of the Class C Certificates as
                                                 of the Closing Date: $12,232,000

Date of Pooling and Servicing Agreement: as      Initial Certificate Principal Balance of this Class C
of December 1, 2001                              Certificate as of the Closing Date: $12,232,000

Closing Date:  December 20, 2001                 Aggregate Stated Principal Balance of the Mortgage
                                                 Loans as of the Cut-Off Date: $978,559,069
First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank      Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                                CUSIP No. 33736XED7
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-6-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 Cede & Co. 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


                                     A-6-2
<PAGE>
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 4th business day after the related Determination Date (each, a "Distribution
Date"). 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 next
succeeding Business Day (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 the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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.


                                     A-6-3
<PAGE>
         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The 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 Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

         The Depositor, the Master Servicer, the Special Servicer, the Trustee,
and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, 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 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


                                     A-6-4
<PAGE>
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 two 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.


                                     A-6-5
<PAGE>
         IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                 WELLS FARGO BANK MINNESOTA, N.A.,
                                      as Certificate Registrar



                                 By:
                                    ------------------------------------------
                                          Authorized Representative


                                     A-6-6
<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


                                     A-6-7
<PAGE>
                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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


                                     A-6-8
<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.



                                     A-6-9
<PAGE>
                                   EXHIBIT A-7

                           FORM OF CLASS D CERTIFICATE

              CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                                <C>
Pass-Through Rate: 6.617% per annum                Class Principal Balance of the Class D Certificates as
                                                   of the Closing Date: $12,232,000

Date of Pooling and Servicing Agreement: as        Initial Certificate Principal Balance of this Class D
of December 1, 2001                                Certificate as of the Closing Date: $12,232,000

Closing Date:  December 20, 2001                   Aggregate Stated Principal Balance of the Mortgage
                                                   Loans as of the Cut-Off Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank        Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                                  CUSIP No. 33736XEE5
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-7-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 Cede & Co. 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


                                     A-7-2
<PAGE>
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 4th business day after the related Determination Date (each, a "Distribution
Date"). 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 next
succeeding Business Day (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 the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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.


                                     A-7-3
<PAGE>
         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The 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 Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

         The Depositor, the Master Servicer, the Special Servicer, the Trustee,
and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, 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 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 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


                                     A-7-4
<PAGE>
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 two 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.


                                     A-7-5
<PAGE>
         IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                By:
                                   ---------------------------------------------
                                         Authorized Representative



                                     A-7-6
<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


                                     A-7-7
<PAGE>
                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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


                                     A-7-8
<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.


                                     A-7-9
<PAGE>
                                   EXHIBIT A-8

                           FORM OF CLASS E CERTIFICATE

              CLASS E COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                               <C>
Pass-Through Rate: 6.667% per annum               Class Principal Balance of the Class E Certificates as
                                                  of the Closing Date: $17,125,000

Date of Pooling and Servicing Agreement: as       Initial Certificate Principal Balance of this Class E
of December 1, 2001                               Certificate as of the Closing Date: $17,125,000

Closing Date:  December 20, 2001                  Aggregate Stated Principal Balance of the Mortgage
                                                  Loans as of the Cut-Off Date: $978,559,069
First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank       Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                                 CUSIP No. 33736XEF2
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-8-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 Cede & Co. 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


                                     A-8-2
<PAGE>
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 4th business day after the related Determination Date (each, a "Distribution
Date"). 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 next
succeeding Business Day (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 the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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.


                                     A-8-3
<PAGE>
         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The 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 Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

         The Depositor, the Master Servicer, the Special Servicer, the Trustee,
and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, 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 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 E
Certificates; however, such



                                     A-8-4
<PAGE>
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 two 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.


                                     A-8-5
<PAGE>
         IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                               WELLS FARGO BANK MINNESOTA, N.A.,
                                    as Certificate Registrar



                               By:
                                  ----------------------------------------------
                                        Authorized Representative



                                     A-8-6
<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


                                     A-8-7
<PAGE>
                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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


                                     A-8-8
<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.


                                     A-8-9


<PAGE>
                                   EXHIBIT A-9

                           FORM OF CLASS F CERTIFICATE

              CLASS F COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                      <C>
Pass-Through Rate: 6.790% per annum      Class Principal Balance of the Class F
                                         Certificates as of the Closing Date:
                                         $12,232,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of December 1, 2001        of this Class F Certificate as of the
                                         Closing Date: $12,232,000

Closing Date:  December 20, 2001         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $978,559,069

First Distribution Date: January 14,
2002

Master Servicer:  First Union National   Trustee: Wells Fargo Bank Minnesota,
Bank                                     N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                        CUSIP No. 33736XEJ4
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-9-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 THE 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 Cede & Co. 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


                                     A-9-2
<PAGE>
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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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 the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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


                                     A-9-3
<PAGE>
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 transfer of any Class F Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction 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 F Certificates


                                     A-9-4
<PAGE>
under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class F
Certificate without registration or qualification. Any Class F Certificateholder
desiring to effect such a transfer shall, and by the acceptance of its Class F
Certificate agrees to, indemnify the 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 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 Cede & co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 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


                                     A-9-5
<PAGE>
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 two 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.


                                     A-9-6
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Certificate Registrar



                                    By:______________________________________
                                          Authorized Representative













                                     A-9-7
<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


                                     A-9-8
<PAGE>
                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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


                                     A-9-9
<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.















                                     A-9-10
<PAGE>
                                  EXHIBIT A-10

                           FORM OF CLASS G CERTIFICATE

              CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                      <C>
Pass-Through Rate: Lesser of 6.937% per  Class Principal Balance of the Class G
annum or the applicable Weighted         Certificates as of the Closing Date:
Average Net Mortgage Rate                $12,232,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of December 1, 2001        of this Class G Certificate as of the
                                         Closing Date: $12,232,000

Closing Date:  December 20, 2001         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $978,559,069

First Distribution Date: January 14,
2002

Master Servicer:  First Union National   Trustee: Wells Fargo Bank Minnesota,
Bank                                     N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                        CUSIP No. 33736XEK1
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-10-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 Cede & Co. 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


                                     A-10-2
<PAGE>
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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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 the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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


                                     A-10-3
<PAGE>
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


                                     A-10-4
<PAGE>
under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class 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 Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 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


                                     A-10-5
<PAGE>
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 two 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.












                                     A-10-6
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Certificate Registrar



                                    By:______________________________________
                                          Authorized Representative













                                     A-10-7
<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












                                     A-10-8
<PAGE>
                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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













                                     A-10-9
<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.












                                    A-10-10


<PAGE>
                                  EXHIBIT A-11

                           FORM OF CLASS H CERTIFICATE

              CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                                          <C>
Pass-Through Rate: Lesser of 7.036% per annum or the         Class Principal Balance of the Class H Certificates as
applicable Weighted Average Net Mortgage Rate                of the Closing Date: $17,125,000

Date of Pooling and Servicing Agreement: as of December 1,   Initial Certificate Principal Balance of this Class H
2001                                                         Certificate as of the Closing Date: $17,125,000

Closing Date:  December 20, 2001                             Aggregate Stated Principal Balance of the Mortgage
                                                             Loans as of the Cut-Off Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank                  Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                                            CUSIP No. 33736XEL9
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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

                                     A-11-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 Cede & Co. 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


                                     A-11-2
<PAGE>
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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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 the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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


                                     A-11-3
<PAGE>
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


                                     A-11-4
<PAGE>
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 Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 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


                                     A-11-5
<PAGE>
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 two 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.


                                     A-11-6
<PAGE>
                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                                 as Certificate Registrar

                                            By:
                                               -------------------------------
                                                     Authorized Representative


                                     A-11-7
<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


                                     A-11-8
<PAGE>
                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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


                                     A-11-9
<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.




                                    A-11-10
<PAGE>
                                  EXHIBIT A-12

                           FORM OF CLASS J CERTIFICATE

              CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                                          <C>
Pass-Through Rate: Weighted Average Net Mortgage Rate        Class Principal Balance of the Class J Certificates as
                                                             of the Closing Date: $14,678,000

Date of Pooling and Servicing Agreement: as of December 1,   Initial Certificate Principal Balance of this Class J
2001                                                         Certificate as of the Closing Date: $14,678,000

Closing Date:  December 20, 2001                             Aggregate Stated Principal Balance of the Mortgage
                                                             Loans as of the Cut-Off Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank                  Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                                            CUSIP No. 33736XEM7
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-12-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 Cede & Co. 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


                                     A-12-2
<PAGE>
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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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 the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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


                                     A-12-3
<PAGE>
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


                                     A-12-4
<PAGE>
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 Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 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


                                     A-12-5
<PAGE>
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 two 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.


                                     A-12-6
<PAGE>
                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                              WELLS FARGO BANK MINNESOTA, N.A.,
                                                   as Certificate Registrar

                                              By:
                                                 -------------------------------
                                                       Authorized Representative


                                     A-12-7
<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


                                     A-12-8
<PAGE>
                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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


                                     A-12-9
<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.


                                    A-12-10
<PAGE>
                                  EXHIBIT A-13

                           FORM OF CLASS K CERTIFICATE

              CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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
<TABLE>
<S>                                                          <C>
Pass-Through Rate: 6.000% per annum                          Class Principal Balance of the Class K Certificates as
                                                             of the Closing Date: $14,679,000

Date of Pooling and Servicing Agreement: as of December 1,   Initial Certificate Principal Balance of this Class K
2001                                                         Certificate as of the Closing Date: $14,679,000

Closing Date:  December 20, 2001                             Aggregate Stated Principal Balance of the Mortgage
                                                             Loans as of the Cut-Off Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank                  Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                                            CUSIP No. 33736XEN5
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-13-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, 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


                                     A-13-2
<PAGE>
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 Cede & Co. 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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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 the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in


                                     A-13-3
<PAGE>
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


                                     A-13-4
<PAGE>
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 Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 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


                                     A-13-5
<PAGE>
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 two 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.


                                     A-13-6
<PAGE>
                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                              WELLS FARGO BANK MINNESOTA, N.A.,
                                                   as Certificate Registrar

                                              By:
                                                 -------------------------------
                                                       Authorized Representative


                                     A-13-7
<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


                                     A-13-8
<PAGE>
                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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


                                     A-13-9
<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.



                                    A-13-10
<PAGE>
                                  EXHIBIT A-14

                           FORM OF CLASS L CERTIFICATE

              CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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
<TABLE>
<S>                                                          <C>
Pass-Through Rate: 6.000% per annum                          Class Principal Balance of the Class L Certificates as
                                                             of the Closing Date: $22,017,000

Date of Pooling and Servicing Agreement: as of December 1,   Initial Certificate Principal Balance of this Class L
2001                                                         Certificate as of the Closing Date: $22,017,000

Closing Date:  December 20, 2001                             Aggregate Stated Principal Balance of the Mortgage
                                                             Loans as of the Cut-Off Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank                  Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                                            CUSIP No. 33736XEP0
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-14-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, 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


                                     A-14-2
<PAGE>
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 Cede & Co. 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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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 the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in


                                     A-14-3
<PAGE>
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


                                     A-14-4
<PAGE>
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 Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 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


                                     A-14-5
<PAGE>
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 two 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.


                                     A-14-6
<PAGE>
                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                              WELLS FARGO BANK MINNESOTA, N.A.,
                                                   as Certificate Registrar

                                              By:
                                                 -------------------------------
                                                       Authorized Representative


                                     A-14-7
<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


                                     A-14-8
<PAGE>
                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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



                                     A-14-9
<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.



                                    A-14-10
<PAGE>
                                  EXHIBIT A-15

                           FORM OF CLASS M CERTIFICATE

              CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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
<TABLE>
<S>                                                          <C>
Pass-Through Rate: 6.000% per annum                          Class Principal Balance of the Class M Certificates as
                                                             of the Closing Date: $7,339,000

Date of Pooling and Servicing Agreement: as of December 1,   Initial Certificate Principal Balance of this Class M
2001                                                         Certificate as of the Closing Date: $7,339,000

Closing Date:  December 20, 2001                             Aggregate Stated Principal Balance of the Mortgage
                                                             Loans as of the Cut-Off Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank                  Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                                            CUSIP No. 33736XEQ8
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-15-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, 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


                                     A-15-2
<PAGE>
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 Cede & Co. 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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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 the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring


                                     A-15-3
<PAGE>
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


                                     A-15-4
<PAGE>
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 Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, 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 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


                                     A-15-5
<PAGE>
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 two 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.


                                     A-15-6
<PAGE>
                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                              WELLS FARGO BANK MINNESOTA, N.A.,
                                                   as Certificate Registrar

                                              By:
                                                 -------------------------------
                                                       Authorized Representative


                                     A-15-7
<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


                                     A-15-8
<PAGE>
                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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



                                     A-15-9
<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.


                                    A-15-10
<PAGE>
                                  EXHIBIT A-16

                           FORM OF CLASS N CERTIFICATE

              CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                          <C>
Pass-Through Rate: 6.000% per annum          Class Principal Balance of the Class
                                             N Certificates as of the Closing
                                             Date: $7,029,000

Date of Pooling and Servicing Agreement:     Initial Certificate Principal Balance
as of December 1, 2001                       of this Class N Certificate as of the
                                             Closing Date: $7,029,000

Closing Date: December 20, 2001              Aggregate Stated Principal Balance of
                                             the Mortgage Loans as of the Cut-Off
                                             Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer: First Union National Bank   Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                            CUSIP No. 33736XER6
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-16-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, 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,


                                     A-16-2
<PAGE>
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 Cede & Co. 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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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 the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less


                                     A-16-3
<PAGE>
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


                                     A-16-4
<PAGE>
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 Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee 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 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


                                     A-16-5
<PAGE>
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 two 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.



                                     A-16-6
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: December 20, 2001

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Certificate Registrar



                                    By:
                                       --------------------------------------
                                        Authorized Representative







                                     A-16-7
<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





                                     A-16-8
<PAGE>
                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
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





                                     A-16-9
<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.







                                    A-16-10
<PAGE>
                                  EXHIBIT A-17

                           FORM OF CLASS O CERTIFICATE

              CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                          <C>
Pass-Through Rate: 6.000% per annum          Class Principal Balance of the Class O
                                             Certificates as of the Closing Date:
                                             $6,938,000

Date of Pooling and Servicing Agreement:     Initial Certificate Principal Balance
as of December 1, 2001                       of this Class O Certificate as of the
                                             Closing Date: $6,938,000

Closing Date: December 20, 2001              Aggregate Stated Principal Balance of
                                             the Mortgage Loans as of the Cut-Off
                                             Date: $978,559,069
First Distribution Date: January 14, 2002

Master Servicer: First Union National Bank   Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                            CUSIP No. 33736XES4
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-17-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, 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,


                                     A-17-2
<PAGE>
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. IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS P AND CLASS Q CERTIFICATES ARE
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 Cede & Co. 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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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 the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities


                                     A-17-3
<PAGE>
therefor, if such Certificateholder shall have provided the Trustee with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent 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


                                     A-17-4
<PAGE>
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 Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee 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 Certificate Registrar or any
such agent shall be affected by notice to the contrary.



                                     A-17-5
<PAGE>
            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier 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 two 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.



                                     A-17-6
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: December 20, 2001

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Certificate Registrar



                                    By:
                                       --------------------------------------
                                        Authorized Representative





                                     A-17-7
<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






                                     A-17-8
<PAGE>
                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
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






                                     A-17-9
<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.







                                    A-17-10
<PAGE>
                                  EXHIBIT A-18

                           FORM OF CLASS P CERTIFICATE

              CLASS P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                          <C>
Pass-Through Rate: 6.000% per annum          Class Principal Balance of the Class
                                             P Certificates as of the Closing
                                             Date: $4,626,000

Date of Pooling and Servicing Agreement:     Initial Certificate Principal Balance
as of December 1, 2001                       of this Class P Certificate as of the
                                             Closing Date: $4,626,000

Closing Date: December 20, 2001              Aggregate Stated Principal Balance of
                                             the Mortgage Loans as of the Cut-Off
                                             Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer: First Union National Bank   Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                            CUSIP No. 33736XET2
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-18-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 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 REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED)TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.



                                     A-18-2
<PAGE>
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 AND THE CLASS O 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 Q CERTIFICATE 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 Cede & Co. 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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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


                                     A-18-3
<PAGE>
Class P Certificates will be made by the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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


                                     A-18-4
<PAGE>
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 Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, 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 Certificate Registrar or any
such agent shall be affected by notice to the contrary.



                                     A-18-5
<PAGE>
            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier 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 two 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.







                                     A-18-6
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Certificate Registrar



                                    By:
                                       --------------------------------------
                                        Authorized Representative






                                     A-18-7
<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







                                     A-18-8
<PAGE>
                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
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





                                     A-18-9
<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.








                                    A-18-10
<PAGE>
                                  EXHIBIT A-19

                           FORM OF CLASS Q CERTIFICATE

              CLASS Q COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                          <C>
Pass-Through Rate: 6.000% per annum          Class Principal Balance of the Class
                                             Q Certificates as of the Closing
                                             Date: $25,443,069

Date of Pooling and Servicing Agreement:     Initial Certificate Principal Balance
as of December 1, 2001                       of this Class Q Certificate as of the
                                             Closing Date: $25,443,069

Closing Date: December 20, 2001              Aggregate Stated Principal Balance of
                                             the Mortgage Loans as of the Cut-Off
                                             Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer: First Union National Bank   Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1                            CUSIP No. 33736XEU9
</TABLE>

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 CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN 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


                                     A-19-1
<PAGE>
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-I CERTIFICATES, THE CLASS IO-II 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 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 REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED)TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.



                                     A-19-2
<PAGE>
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 Cede & Co. 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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (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 the Trustee, by wire
transfer of immediately available funds


                                     A-19-3
<PAGE>
to the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the 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 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,


                                     A-19-4
<PAGE>
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 Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, 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 Certificate Registrar or any
such agent shall be affected by notice to the contrary.



                                     A-19-5
<PAGE>
            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier 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 two 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.






                                     A-19-6
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: December 20, 2001

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Certificate Registrar



                                    By:
                                       --------------------------------------
                                        Authorized Representative








                                     A-19-7
<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






                                     A-19-8
<PAGE>
                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
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





                                     A-19-9
<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.








                                    A-19-10
<PAGE>
                                  EXHIBIT A-20

                          FORM OF CLASS R-I CERTIFICATE

             CLASS R-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                          <C>
Date of Pooling and Servicing Agreement:     Percentage Interest evidenced by this
as of December 1, 2001                       Class R-I Certificate: 100%

Closing Date: December 20, 2001              Aggregate Stated Principal Balance of
                                             the Mortgage Loans as of the Cut-Off
                                             Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer: First Union National Bank   Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1
</TABLE>

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 CLASS A-1, CLASS A-2, CLASS IO-I, CLASS
IO-II, 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.



                                     A-20-1
<PAGE>
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.

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 First Union National Bank 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 4th business day after the related Determination Date (each, a
"Distribution Date"). 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
next succeeding Business Day (each, a "Determination Date").


                                     A-20-2
<PAGE>
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


                                     A-20-3
<PAGE>
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 REMIC I and the Loan REMIC, 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 the
Trustee, under clause (ii)(A) of such Section 5.02(d) to deliver payments to a
Person other than such Person and to have irrevocably authorized the 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 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


                                     A-20-4
<PAGE>
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 two 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 or a possession
thereof, any State or any political subdivision thereof, or


                                     A-20-5
<PAGE>
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 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 I of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381 of the Code and
(v) any other Person so designated by the Trustee or Certificate Registrar based
upon an Opinion of Counsel that the holding of an Ownership Interest in a Class
R-I Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class
R-I Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

            A "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
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.

            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 and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee 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 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,


                                     A-20-6
<PAGE>
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 two 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.







                                     A-20-7
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: December 20, 2001

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Certificate Registrar



                                    By:
                                       --------------------------------------
                                        Authorized Representative







                                     A-20-8
<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







                                     A-20-9
<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





                                    A-20-10
<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.








                                    A-20-11
<PAGE>

                                  EXHIBIT A-21

                         FORM OF CLASS R-II CERTIFICATE

            CLASS R-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                                 <C>
Date of Pooling and Servicing Agreement: as         Percentage Interest evidenced by this Class R-II
of December 1, 2001                                 Certificate: 100%

Closing Date: December 20, 2001                     Aggregate Stated Principal Balance of the Mortgage
                                                    Loans as of the Cut-Off Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank         Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1
</TABLE>

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 CLASS A-1, CLASS A-2, CLASS IO-I, CLASS
IO-II, 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.


                                     A-21-1
<PAGE>

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.

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 First Union National Bank 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 4th business day after the related Determination Date (each, a "Distribution
Date"). 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 next
succeeding Business Day (each, a "Determination Date").


                                     A-21-2
<PAGE>

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


                                     A-21-3
<PAGE>

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 the Trustee, under clause
(ii)(A) of such Section 5.02(d) to deliver payments to a Person other than such
Person and to have irrevocably authorized the 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 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-21-4
<PAGE>

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), that such
modification of, addition to or elimination of such provisions will not cause
the Trust Fund to (x) cease to qualify as two 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 or a possession thereof, any State
or any political subdivision thereof, or


                                     A-21-5
<PAGE>

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 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 I of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381 of the Code and
(v) any other Person so designated by the Trustee or Certificate Registrar based
upon an Opinion of Counsel that the holding of an Ownership Interest in a Class
R-II Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class
R-II Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

         A "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 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.

         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
and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee 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 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,


                                     A-21-6
<PAGE>

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 two 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.


                                     A-21-7
<PAGE>


         IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                     WELLS FARGO BANK MINNESOTA, N.A.,
                                          as Certificate Registrar



                                     By:
                                        ----------------------------------------
                                              Authorized Representative


                                     A-21-8
<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


                                     A-21-9
<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


                                    A-21-10
<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.



                                    A-21-11
<PAGE>



                                  EXHIBIT A-22

                          FORM OF CLASS Z-I CERTIFICATE

             CLASS Z-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                              <C>
Date of Pooling and Servicing Agreement: as      Percentage Interest evidenced by this Class Z-I
of December 1, 2001                              Certificate: 100%

Closing Date: December 20, 2001                  Aggregate Stated Principal Balance of the Mortgage
                                                 Loans as of the Cut-Off Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank      Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer:  Lennar Partners, Inc.

Certificate No. 1
</TABLE>

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 ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT.

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.


                                     A-22-1
<PAGE>

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 REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
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 First Union National Bank 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 4th business day after the related Determination Date (each, a "Distribution
Date"). 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 next
succeeding Business Day (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 the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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


                                     A-22-2
<PAGE>

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


                                     A-22-3
<PAGE>

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.

         The Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee 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 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 two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.


                                     A-22-4
<PAGE>

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

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


                                     A-22-5
<PAGE>


         IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                      WELLS FARGO BANK MINNESOTA, N.A.,
                                           as Certificate Registrar



                                      By:
                                         ---------------------------------------
                                               Authorized Representative


                                     A-22-6
<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


                                     A-22-7
<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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


                                     A-22-8
<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.


                                     A-22-9
<PAGE>



                                  EXHIBIT A-23

                         FORM OF CLASS Z-II CERTIFICATE

            CLASS Z-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C4

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

<TABLE>
<S>                                                <C>
Date of Pooling and Servicing Agreement: as        Percentage Interest evidenced by this Class Z-II
of December 1, 2001                                Certificate: 100%

Closing Date: December 20, 2001                    Aggregate Stated Principal Balance of the Mortgage
                                                   Loans as of the Cut-Off Date: $978,559,069

First Distribution Date: January 14, 2002

Master Servicer:  First Union National Bank        Trustee: Wells Fargo Bank Minnesota, N.A.

Special Servicer:  Lennar Partners, Inc.

Certificate No. 1
</TABLE>

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 ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT.

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.


                                     A-23-1
<PAGE>

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 REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
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 Merrill Lynch Mortgage Lending, Inc. 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 4th business day after the related Determination Date (each, a "Distribution
Date"). 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 next
succeeding Business Day (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 the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
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


                                     A-23-2
<PAGE>

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 GACC 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


                                     A-23-3
<PAGE>

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.

         The Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee 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 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 two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.


                                     A-23-4
<PAGE>

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

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


                                     A-23-5
<PAGE>


         IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  December 20, 2001

                                      WELLS FARGO BANK MINNESOTA, N.A.,
                                           as Certificate Registrar



                                      By:
                                         --------------------------------------
                                               Authorized Representative


                                     A-23-6
<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



                                     A-23-7
<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within 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


                                     A-23-8
<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.



                                     A-23-9

<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST SERIES 2001-C4

ANNEX A-5                 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND
                          MORTGAGED PROPERTIES (CROSSED & PORTFOLIOS)

<TABLE>
<CAPTION>

                                                                       Cross
                                                                   Collateralized                       Cut-Off             % of
                                                                      and Cross        Original           Date           Aggregate
Mortgage                                                              Defaulted         Loan              Loan            Cut-Off
  Loan           Property                                              Loan             Balance          Balance            Date
 Number            Name             City                State          Flag               ($)              ($)            Balance
------------------------------------------------------------------------------------------------------------------------------------

<S>              <C>               <C>                  <C>        <C>                <C>               <C>              <C>
                  Cornerstone      Various              Various      Cornerstone      36,000,000.00     36,000,000.00      3.66%
                  Portfolio                                               II
------------------------------------------------------------------------------------------------------------------------------------
       16         Highland         Carrboro               NC         Cornerstone      14,775,000.00     14,775,000.00      1.50%
                  Hills                                                   II
       19         Greenbrier       Fredericksburg         VA         Cornerstone      12,750,000.00     12,750,000.00      1.30%
                                                                          II

       36         Harbour          Virginia Beach         VA         Cornerstone       8,475,000.00      8,475,000.00      0.86%
                  Club                                                    II


                  Robbins          Troy                   MI           Robbins        26,767,754.00     26,501,366.06      2.69%
                  Portfolio                                           Portfolio
------------------------------------------------------------------------------------------------------------------------------------
       14         1420/1450        Troy                   MI           Robbins        15,626,000.00     15,505,618.27      1.58%
                  Stephenson                                          Portfolio
                  Highway
       67         550              Troy                   MI           Robbins         5,026,754.00      4,960,881.38      0.50%
                  Stephenson                                           Portfolio
                  Highway
       72         500              Troy                   MI           Robbins         4,755,000.00      4,692,688.46      0.48%
                  Stephenson                                           Portfolio
                  Highway
       127        466              Troy                   MI           Robbins         1,360,000.00      1,342,177.95      0.14%
                  Stephenson                                          Portfolio
                  Highway


        6         Gardner          Various                NJ                          22,000,000.00     22,000,000.00      2.24%
                  Portfolio
------------------------------------------------------------------------------------------------------------------------------------
       6.1        Manors           Lawrence Township      NJ
                  Corner
                  Shopping
                  Center

       6.2        Gateway          Hillsborough           NJ
                  Professional
                  Building
       6.3        Kingsbridge      Hillsborough           NJ
                  Center
       6.4        Williamson       Chester                NJ
                  Building
       6.5        Hillsborough     Hillsborough           NJ
                  Business
                  Center
       6.6        Princess         Lawrence Township      NJ
                  Road
                  Office
                  Building

                  Pope             Various                WV             Pope         12,456,000.00     12,456,000.00      1.27%
                  Portfolio                                           Portfolio
------------------------------------------------------------------------------------------------------------------------------------
       53         Berkshire        Parkersburg            WV             Pope          6,240,000.00      6,240,000.00      0.63%
                  Apartments                                           Portfolio
       55         Country          South Charleston       WV             Pope          6,216,000.00      6,216,000.00      0.63%
                  Club                                                 Portfolio
                  Apartments


       26         Woodlake         Midlothian             VA                          11,400,000.00     11,338,236.29      1.15%
                  Village /
                  Waterpointe
                  (Rollup)
------------------------------------------------------------------------------------------------------------------------------------
      26.1        Woodlake         Midlothian             VA
                  Village
      26.2        Waterpointe      Midlothian             VA
                  Apartments


       79         Heron            Various                CA                           4,340,000.00      4,340,000.00      0.44%
                  Multifamily
                  Portfolio
------------------------------------------------------------------------------------------------------------------------------------
      79.1        Princess         Hollywood              CA
                  Grace
                  Apartments
      79.2        2440             Los Angeles            CA
                  Corinth
                  Avenue
                  Apartments


       83         Hurley           Tallahassee            FL                           4,100,000.00      4,078,857.68      0.41%
                  Booth
                  Apartment
                  Portfolio
------------------------------------------------------------------------------------------------------------------------------------
      83.1        Cumberland       Tallahassee            FL
                  Apartments
                  Phase I

      83.2        Cottages         Tallahassee            FL
                  of Rumba
                  Apartments
      83.3        Cottages         Tallahassee            FL
                  of
                  Glenda
                  Apartments
</TABLE>

<TABLE>
<CAPTION>

                                                                                                Maturity
 Original        Remaining                                                                      Date or
  Term to        Term to                      Original      Remaining                             ARD
 Maturity        Maturity       Remaining      Amort         Amort             Monthly          Balloon
  or ARD         or ARD         IO Period      Term          Term               P&I             Balance                Appraised
  (Mos.)           (Mos.)        (Mos.)       (Mos.)         (Mos.)          Payments ($)         ($)                  Value ($)
------------------------------------------------------------------------------------------------------------------------------------

<S>              <C>            <C>           <C>           <C>                <C>              <C>                    <C>
      120           112            4            348             348            241,727.40        31,640,740.15         47,700,000

------------------------------------------------------------------------------------------------------------------------------------
      120           112            4            348             348             99,208.95        12,985,887.67         19,700,000

      120           112            4            348             348             85,611.79        11,206,095.09         16,700,000

      120           112            4            348             348             56,906.66         7,448,757.39         11,300,000



      120           106                         335             321            207,086.24        23,359,748.11         36,690,000

------------------------------------------------------------------------------------------------------------------------------------
      120           106                         360             346            118,493.25        14,086,557.41         20,500,000


      120           106                         300             286             39,969.93         4,183,726.98          6,650,000


      120           106                         300             286             37,809.10         3,957,547.14          7,350,000


      120           106                         300             286             10,813.96         1,131,916.58          2,190,000




      120           120                         360             360            146,366.55        19,183,507.22         29,500,000

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        4,650,000

                                                                                                                        1,600,000

                                                                                                                        7,400,000

                                                                                                                        4,700,000

                                                                                                                        5,150,000

                                                                                                                        6,000,000

      120           120                         360             360             82,786.44        10,858,477.10         16,050,000

------------------------------------------------------------------------------------------------------------------------------------
      120           120                         360             360             41,472.98         5,439,698.79          7,800,000

      120           120                         360             360             41,313.46         5,418,778.31          8,250,000




      120           117                         240             237             90,102.86         7,827,552.15         15,000,000



------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       11,400,000

                                                                                                                        3,600,000

      120           120                         360             360             27,460.30         3,734,331.98          5,650,000


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        3,950,000

                                                                                                                        1,700,000

      120           115                         300             295             30,245.32         3,328,505.75          5,220,000



------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        3,470,000

                                                                                                                        1,000,000

                                                                                                                          750,000

</TABLE>

<TABLE>
<CAPTION>

                                                                        Cut-Off
                               LTV                                        Date                     UW
              Cut-off         Ratio                                       Loan                     Net
              Date             at              Number     Unit            Amount                  Cash        Mortgage
              LTV            Maturity         of Units     of           Per (Unit)                Flow        Loan
 DSCR (x)     Ratio          or ARD            (Units)   Measure           ($)                     ($)        Number
------------------------------------------------------------------------------------------------------------------------------------

<S>            <C>           <C>              <C>        <C>            <C>                      <C>          <C>
  1.43         75.48%         66.34%              735    Units            49,839                 4,156,713

------------------------------------------------------------------------------------------------------------------------------------
  1.43         75.00%         65.92%              264    Units            55,966                 1,698,987      16

  1.49         76.35%         67.10%              258    Units            49,419                 1,530,744      19

  1.36         75.00%         65.92%              213    Units            39,789                   926,982      36



  1.25         72.63%         64.13%          350,127   Sq. Ft.               79                 3,120,953

------------------------------------------------------------------------------------------------------------------------------------
  1.20         75.64%         68.71%          176,690   Sq. Ft.               88                 1,704,418      14


  1.39         74.60%         62.91%           68,702   Sq. Ft.               72                   666,437      67


  1.27         63.85%         53.84%           69,718   Sq. Ft.               67                   577,590      72


  1.33         61.29%         51.69%           35,017   Sq. Ft.               38                   172,508      127




  1.41         74.58%         65.03%          246,347   Sq. Ft.               89                 2,481,323       6

------------------------------------------------------------------------------------------------------------------------------------
                                               26,764   Sq. Ft.                                    407,428      6.1



                                               12,686   Sq. Ft.                                    127,819      6.2


                                               51,028   Sq. Ft.                                    632,909      6.3

                                               35,902   Sq. Ft.                                    410,919      6.4

                                               73,544   Sq. Ft.                                    392,368      6.5


                                               46,423   Sq. Ft.                                    509,880      6.6





  1.25         77.68%         67.71%              240    Units            51,900                 1,244,006

------------------------------------------------------------------------------------------------------------------------------------
  1.26         80.00%         69.74%              120    Units            52,000                   628,989      53

  1.24         75.35%         65.68%              120    Units            51,800                   615,017      55




  1.17         75.59%         52.18%              241    Units            47,047                 1,268,527      26



------------------------------------------------------------------------------------------------------------------------------------
                                                  190    Units                                     960,509     26.1

                                                   51    Units                                     308,018     26.2



  1.27         76.81%         66.09%               80    Units            54,250                   419,492      79


------------------------------------------------------------------------------------------------------------------------------------
                                                   61    Units                                     296,081     79.1


                                                   19    Units                                     123,411     79.2





  1.27         78.14%         63.76%               47    Units            86,784                   460,097      83



------------------------------------------------------------------------------------------------------------------------------------
                                                   21    Units                                     313,048     83.1


                                                   14    Units                                      76,398     83.2


                                                   12    Units                                      70,651     83.3
</TABLE>


                                      B-1
<PAGE>
FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST SERIES 2001-C4

ANNEX A-6            PRINCIPAL PAYMENT SCHEDULE FOR GENERAL MOTORS BUILDING
                     (MORTGAGE LOAN #1)

<TABLE>
<CAPTION>
                         MORTGAGE                                  MORTGAGE
                           LOAN                                      LOAN
                          NUMBER 1                                  NUMBER 1
                          GENERAL                                   GENERAL
                           MOTORS                                   MOTORS
                         PRINCIPAL                                  PRINCIPAL
     LOAN                PAYMENT                   LOAN             PAYMENT
     PAY                 SCHEDULE                  PAY              SCHEDULE
     PERIOD                ($)                     PERIOD              ($)
--------------------------------------------------------------------------------
<S>                   <C>                          <C>            <C>
         1                0.00                      51                0.00
         2                0.00                      52                0.00
         3                0.00                      53            3,282,231.88
         4                0.00                      54                0.00
         5            1,857,564.24                  55                0.00
         6                0.00                      56                0.00
         7                0.00                      57                0.00
         8                0.00                      58                0.00
         9                0.00                      59            3,524,296.47
         10               0.00                      60                0.00
         11           1,994,559.66                  61                0.00
         12               0.00                      62                0.00
         13               0.00                      63                0.00
         14               0.00                      64                0.00
         15               0.00                      65            3,784,213.34
         16               0.00                      66                0.00
         17           2,141,658.38                  67                0.00
         18               0.00                      68                0.00
         19               0.00                      69                0.00
         20               0.00                      70                0.00
         21               0.00                      71            4,063,299.08
         22               0.00                      72                0.00
         23           2,299,605.69                  73                0.00
         24               0.00                      74                0.00
         25               0.00                      75                0.00
         26               0.00                      76                0.00
         27               0.00                      77            4,362,967.38
         28               0.00                      78                0.00
         29           2,469,201.61                  79                0.00
         30               0.00                      80                0.00
         31               0.00                      81                0.00
         32               0.00                      82                0.00
         33               0.00                      83            4,684,736.23
         34               0.00                      84                0.00
         35           2,651,305.23                  85                0.00
         36               0.00                      86                0.00
         37               0.00                      87                0.00
         38               0.00                      88                0.00
         39               0.00                      89            5,030,235.52
         40               0.00                      90                0.00
         41           2,846,838.99                  91                0.00
         42               0.00                      92                0.00
         43               0.00                      93                0.00
         44               0.00                      94                0.00
         45               0.00                      95            5,401,215.21
         46               0.00
         47           3,056,793.36
         48               0.00
         49               0.00
         50               0.00
</TABLE>

                                      B-2
<PAGE>
              [INSERT FROM EXCEL FILE, TAB - A-3 RESERVE ACCOUNTS]

                                      B-3
<PAGE>
         [INSERT FROM EXCEL FILE, TAB - A-4 COMMERCIAL TENANT SCHEDULE]

                                      B-4
<PAGE>
         [INSERT FROM EXCEL FILE, TAB - A-5 CROSSED COLLATERALIZED POOL]

                                      B-5
<PAGE>
         [INSERT FROM EXCEL FILE, TAB - A-6 GENERAL MOTORS PAYMENT SCH]

                                      B-6
<PAGE>
                                   EXHIBIT C-1

                Schedule of Exceptions to Mortgage File Delivery

                 First Union Commercial Mortgage Securities Inc.
          Commercial Mortgage Pass Through Certificates Series 2001-C4

                 EXCEPTIONS TO REPRESENTATIONS FOR ARTESIA LOANS

Representation #12

<TABLE>
<CAPTION>
<S>                                    <C>                     <C>
Loan Number                            Loan Name               Description of Exception

010-379                                Jericho Turnpike        No access endorsement obtained, although the appraisal obtained at
                                                               the time of origination indicates that there is a curb cut that
                                                               provides access to and from the mortgaged property.

</TABLE>


Representation #17

<TABLE>
<CAPTION>
<S>                                    <C>                     <C>
Loan Number                            Loan Name               Description of Exception

010-731                                The Manor Apartments    The City of Atlanta, Georgia holds a second mortgage, pursuant to a
                                                               Second Priority Deed of Secure Debt, Assignment of Rents and
                                                               Security Agreement, dated February 19, 1992.  At the time of the
                                                               first loan closing, the related mortgage holder established a
                                                               reserve in the amount of $7,500.00 to cover expenses to pay off the
                                                               entire balance of the debt secured by the second mortgage.  The
                                                               escrow agreement allows the related mortgage holder to increase the
                                                               amount of the escrow if it reasonably determines that $7,500.00 is
                                                               insufficient.
</TABLE>

Representation #26

<TABLE>
<CAPTION>
<S>                                    <C>                    <C>
Loan Number                            Loan Name              Description of Exception

010-606010-61001                       1420/1450 Stephenson   With respect to the mortgage loans identified on the left,
                                       Highway                each permits a release of the related Mortgaged Property
610010-609010-611                                             from the cross-collateralization upon the defeasance of
                                       550 Stephenson         such loan (and the satisfaction of the standard conditions
                                       Highway                related to such defeasance) and upon the satisfaction of




</TABLE>

                                     C-1-1








<PAGE>
<TABLE>
<CAPTION>
<S>                                    <C>                    <C>
                                       500 Stephenson         the following terms and conditions: (a) at the time of the
                                       Highway                release, no event of default or event which with the passage
                                       466 Stephenson         of time or the giving of notice or both, would constitute an
                                       Highway                event of default may exist under the Mortgage or under any
                                                              of the other loan documents for such loan; (b) the borrower
                                                              must have paid all of the costs and expenses including,
                                                              without limitation, attorneys' fees and costs and the costs
                                                              of the appraisal referred to below, in connection with the
                                                              release; (c) at the time of the release, the debt service
                                                              coverage ratio for the related loan must be at least 1.30 to
                                                              1.00, and the borrower has the right to deposit cash
                                                              collateral with the holder of the Mortgage sufficient to
                                                              meet such debt service coverage ratio requirement; (d) at
                                                              the time of the release, the debt service coverage ratio for
                                                              each of the other loans must be at least 1.30 to 1.00, and
                                                              the related borrower has the right to deposit cash
                                                              collateral with the holder of the Mortgage sufficient to
                                                              meet such debt service coverage ratio requirement with
                                                              respect to each of the other loans; (e) at the time of the
                                                              release, the loan-to-value ratio for the related loan may
                                                              not be greater than 75%, and in determining such
                                                              loan-to-value ratio, the holder of the Mortgage will
                                                              subtract the amount of any cash collateral deposited with
                                                              the holder of the Mortgage pursuant to (c) above from the
                                                              outstanding loan balance; (f) at the time of the release,
                                                              the aggregate loan-to-value ratio for the other loans may
                                                              not be greater than 75%, and in determining such
                                                              loan-to-value ratio, the holder of the Mortgage will
                                                              subtract the amount of any cash collateral deposited with
                                                              Lender pursuant to (d) above from the outstanding loan
                                                              balances; and (g) the holder of the Mortgage must have
                                                              received written confirmation from the applicable rating
                                                              agencies that have rated the securities and from a rating
                                                              agency acceptable to holder of the Mortgage, in its sole
                                                              discretion that the release will not result in a downgrade,
                                                              withdrawal or qualification of the rating then assigned to
                                                              any of the securities.

</Table>

                                     C-1-2










<PAGE>
         EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES OF FIRST UNION


Representation #22

<TABLE>
<CAPTION>
<S>                                    <C>                    <C>
Loan Number                            Loan Name              Description of Exception

27                                     Lake Street Loft       An affiliate of the Mortgage Loan Seller has an equity interest in
                                                              the borrower.  FIRST UNION AFFORDABLE HOUSING CDC IS A 99.9% EQUITY
                                                              OWNER IN THE DEAL TO GET THE BENEFIT OF CERTAIN TAX CREDITS, AND
                                                              BORROWER IS OBLIGATED TO BUY OUT FUACDC AFTER 5 YEARS.
</TABLE>

Representation #27

<TABLE>
<CAPTION>
<S>                                    <C>                    <C>
Loan Number                            Loan Name              Description of Exception

27                                     Lake Street Loft       As part of the rehabilitation of the premises, the borrower received
                                                              notice from the City of Chicago that certain items need additional
                                                              rehabilitation.
</TABLE>

Representation #37

<TABLE>
<CAPTION>
<S>                                    <C>                    <C>
Loan Number                            Loan Name              Description of Exception
27                                     Lake Street Loft       As part of the rehabilitation of the premises, the borrower received
                                                              notice from the City of Chicago that certain items need additional
                                                              rehabilitation.
</TABLE>

Representation #40

<TABLE>
<CAPTION>
<S>                                    <C>                    <C>
Loan Number                            Loan Name              Description of Exception

105                                    Baycrest               The Mortgage Loan is full recourse to the indemnitor until such time
                                                              as Stuft Pizza is in occupancy and paying rent.
</TABLE>

                                     C-1-3
<PAGE>
                                   EXHIBIT C-2

                         FORM OF CUSTODIAL CERTIFICATION

                                                                          [Date]

Artesia Mortgage Capital Corporation
1180 NW Maple Street, Suite 202
Issaquah, Washington 98027

Merrill Lynch Mortgage Lending, Inc.
95 Green Street, 2nd Floor
Jersey City, New Jersey 07032

First Union Commercial Mortgage Securities, Inc.
One First Union Center
Charlotte, North Carolina  28228
Attention:  William Cohane

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-C4

First Union National Bank
One First Union Center
301 South College Street
Charlotte, North Carolina  28288-0600

Lennar Partners, Inc.
760 NW 107th Avenue
Miami, Florida 33172

         Re:      First Union National Bank Commercial Mortgage Trust
                  Commercial Mortgage Pass-Through Certificates, Series 2001-C4


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 Seller constituting the related Mortgage File

                                     C-2-1
<PAGE>
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.

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:
                                                        -----------------------

                                     C-2-2
<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-C4


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 December 1, 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:
                                                         ----------------------

                                     D-1-1
<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:
                                                           --------------------

                                     D-1-2
<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-C4


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 December 1, 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:

                                     D-2-1
<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: ____________________


                                     D-2-2
<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

                                      E-1
<PAGE>
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.

                                      E-2
<PAGE>
                                    EXHIBIT F

                            UPDATED COLLECTION REPORT

Servicer
First Union 2001-C4

For the Collection Period Ending:
Master Servicer Remittance Date

UPDATED COLLECTION REPORT

<TABLE>
<CAPTION>
             PROSPECTUS  PRIMARY    SCHEDULED    SCHEDULED   CURRENT    CURRENT    PAID TO DATE     UPDATED    PRIMARY     SUB
  PRIMARY      LOAN        LOAN     PRINCIPAL    INTEREST    PRINCIPAL  INTEREST       AT           PAID TO    SERVICER   SERVICER
SERVICER ID    NUMBER     NUMBER      AMOUNT      AMOUNT      ADVANCE   ADVANCE    DETERMINATION     DATE       FEES       FEES
<S>          <C>         <C>        <C>          <C>         <C>        <C>        <C>              <C>        <C>        <C>


</TABLE>


<TABLE>
<CAPTION>
 MASTER
SERVICER   RETAINED   NET
 FEES       FEES      ADVANCE
<S>        <C>        <C>

</TABLE>


                                      F-1
<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) -
         First Union Commercial Mortgage Securities, Inc., Series 2001-C4

         Re:      First Union National Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates,
                  Series 2001-C4 (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 December 20, 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
December 1, 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

                                     G-1-1
<PAGE>
         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:
                                                            -------------------

                                     G-1-2
<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) -
         First Union Commercial Mortgage Securities, Inc., Series 2001-C4

         Re:      First Union National Bank Commercial  Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates,
                  Series 2001-C4   (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 December 20, 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
December 1, 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, Class IO-I or
         Class IO-II Certificates, the Transferee either (A) is not an "employee
         benefit plan" subject to ERISA or a "plan" described by

                                     G-2-1
<PAGE>
         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 satisfies all the
         requirements of the Exemptions as in effect at the time of such
         transfer or (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
         ("PTE 95-60").

                           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) 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").

                  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 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.

                                     G-2-2
<PAGE>
                  -AND-

                  [In the case of Class R-I, Class R-II, 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 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"). 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.

                                     G-2-3
<PAGE>
                  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,

                                                  -----------------------------
                                                        (Transferor)

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

                                     G-2-4
<PAGE>
ANNEX 1 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

                                     G-2-5
<PAGE>
                  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,

                                     G-2-6
<PAGE>
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.

<TABLE>
<CAPTION>
<S>                      <C>         <C>
           ________      ________    Will the Transferee be purchasing the Transferred
              Yes           No       Certificate only for the Transferee's own account?
</TABLE>

         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:
                                               --------------------------

                                     G-2-7
<PAGE>
ANNEX 2 TO EXHIBIT G-2

            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 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").

                                     G-2-8
<PAGE>
         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.

<TABLE>
<CAPTION>
<S>                      <C>           <C>
           ________      ________      Will the Transferee be purchasing the Transferred
              Yes           No         Certificate only for the Transferee's own account?
</TABLE>

         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

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

                                     G-2-9





<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) -
      First Union Commercial Mortgage Securities, Inc., Series 2001-C4

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C4   (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 December 20, 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
December 1, 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


                                     G-3-1
<PAGE>
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
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.

      -AND-

      [In the case of Class R-I, Class R-II, 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 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"). 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


                                     G-3-2
<PAGE>
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 August 7, 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.

         8.       In the case of Class F, Class G, Class H, CLASS J, Class IO-I
or Class IO-II 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


                                     G-3-3
<PAGE>
and satisfies all the requirements of the Exemptions as in effect at the time of
such transfer or (2) is an insurance company general account that is eligible
for, and satisfies all of the requirements for, Sections I and III of Department
of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"). In the case
of Class K, Class L, Class M, Class N, Class O, Class P and Class Q
Certificates, 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) 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 ("PTE 95-60").

                                  Very truly yours,
                                  ----------------------------------------------
                                                  (Transferee)

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


                                     G-3-4
<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) -
      First Union Commercial Mortgage Securities, Inc., Series 2001-C4

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C4   (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
August 21, 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 December 1, 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, Class IO-I or Class IO-II
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) qualifies as an accredited investor as defined in Rule 501(a)(1) of
Regulation D under the Securities Act and satisfies all the requirements of the
Exemptions as in effect at the time of such transfer or (2) is an insurance
company general account that is eligible for, and satisfies all of the
requirements for, Sections I and III of Department of Labor Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60").

            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


                                      H-1
<PAGE>
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 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:
                                              ----------------------------------


                                      H-2
<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-C4, 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 December 1, 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.

                  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", a Plan or a Non-United States
         Person. For this purpose, a "disqualified organization" means 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 of
         the FHLMC, a majority of its board of directors is not selected by 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 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 of
         the Code or (v) any other Person so designated by the Trustee or
         Certificate Registrar 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.


                                     I-1-1
<PAGE>
         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 includable in gross income for United States
                  federal tax income 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.

                  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.


                                     I-1-2
<PAGE>
                  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.


                                     I-1-3
<PAGE>
                  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.]

                           [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


                                     I-1-4
<PAGE>
                  (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]

                  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 ___________, _________.


                                     I-1-5
<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) -
      First Union Commercial Mortgage Securities, Inc., Series 2001-C4

      Re: First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C4, 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 December 1, 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 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.


                                     I-2-1
<PAGE>
                  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:
                                              ----------------------------------


                                     I-2-2
<PAGE>
                                   EXHIBIT J-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                  [Date]

Standard & Poor's Rating Services
55 Water Street
New York, New York 10041

Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007


Ladies and Gentlemen:

            This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement dated as of December 1, 2001 relating to First
Union National Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2001-C4 (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.


                                     J-1-1
<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:


Standard & Poor's Rating Service        Moody's Investors Service, Inc.

   By:                                     By:

   Title:                                  Title:

   Date:                                   Date:


                                     J-1-2
<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-C4


Ladies & Gentlemen:

            Pursuant to Section 6.09 of the Pooling and Servicing Agreement
dated as of December 1, 2001 relating to First Union National Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C4
(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:
                                                   -----------------------------

                                     J-2-1


<PAGE>
                                    EXHIBIT K

                           FORM OF CMSA PROPERTY FILE
                   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                     ASCI
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>                                                  <C>
Transaction Id                         1      AN        XXX97001     Unique Issue Identification Mnemonic                 S1, L1
Loan ID                                2      AN        XXX9701A     Unique Servicer Loan Number Assigned To Each         S3, L3
                                                                     Collateral Item In A Pool
Prospectus Loan ID                     3      AN        123          Unique Identification Number Assigned To Each        S4, L4
                                                                     Collateral Item In The Prospectus
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       S75
                                                                     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.
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               17     Numeric   75           MF, MH, LO,MU, HC, SS                                S63
  Contribution
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        19     Numeric   0.75         Issuer to allocate loan % attributable to property
  Contribution                                                         for multi-property loans
</TABLE>



                                      K-1
<PAGE>
<TABLE>
<CAPTION>
                                     FIELD               FORMAT                                                           LOAN FIELD
           FIELD NAME                NUMBER    TYPE      EXAMPLE                            DESCRIPTION/COMMENTS          REFERENCE
----------------------------------   ------   -------   ----------   --------------------------------------------------   ----------
<S>                                  <C>      <C>       <C>          <C>                                                  <C>
Current Allocated Percentage           20     Numeric   0.75         Maintained by servicer. If not supplied in by
                                                                     Issuer or Underwriter, use Underwriting NOI or
                                                                     NCF to calculate
Current Allocated Ending Scheduled     21     Numeric   5900900.00   Calculation based on Current Allocated Percentage    L7
  Loan Amount                                                        and Current Ending Scheduled Principal Balance
                                                                     (L7) for associated loan.
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.           S77
                                                                     (Excludes Tax & Insurance Escrows).  An amount
                                                                     should be printed if the value in Setup File field
                                                                     77 is "Y"
Most Recent Appraisal Date             24     AN        YYYYMMDD                                                          L74
Most Recent Appraisal Value            25     Numeric   1000000.00                                                        L75
Date Asset Expected to Be Resolved     26     AN        YYYYMMDD     Could be different dates for different properties.   L79
  or Foreclosed                                                      If in Foreclosure - Expected Date of Foreclosure
                                                                     and if REO - Expected Sale Date.
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     S70
                                                                     Property Level
Operating Expenses At Contribution     46     Numeric   1000000.00   Should match the prospectus if available. At the     S71
                                                                     Property Level
NOI At Contribution                    47     Numeric   1000000.00   Should match the prospectus if available. At the     S65
                                                                     Property Level
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     53     AN        YYYYMMDD                                                          L58
  of Date
Preceding Fiscal Year Revenue          54     Numeric   1000000.00                                                        L52
Preceding Fiscal Year Operating        55     Numeric   1000000.00                                                        L53
  Expenses
Preceding Fiscal Year NOI              56     Numeric   1000000.00                                                        L54
Preceding Fiscal Yr Debt Service       57     Numeric   1000000.00   Calculate using P20(percentage) to get the           L55
  Amount                                                             allocated amount for each property
Preceding Fiscal Year DSCR (NOI)       58     Numeric   1.3          Uses the property NOI and the allocated debt         L56
                                                                     service amount
Preceding Fiscal Year Physical         59     Numeric   0.9                                                               L57
  Occupancy
Second Preceding FY Financial As       60     AN        YYYYMMDD                                                          L65
  of Date
Second Preceding Fiscal Year           61     Numeric   1000000.00                                                        L59
  Revenue
Second Preceding FY Operating          62     Numeric   1000000.00                                                        L60
  Expenses
Second Preceding Fiscal Year NOI       63     Numeric   1000000.00                                                        L61
Second Preceding FY Debt Service       64     Numeric   1000000.00   Calculate using P20(percentage) to get the           L62
  Amount                                                             allocated amount for each property
Second Preceding Fiscal Year DSCR      65     Numeric   1.3          Uses the property NOI and the allocated debt         L63
  (NOI)                                                              service amount
Second Preceding FY Physical           66     Numeric   0.9                                                               L64
  Occupancy
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
</TABLE>


                                      K-2
<PAGE>
<TABLE>
<CAPTION>
                                     FIELD               FORMAT                                                           LOAN FIELD
           FIELD NAME                NUMBER    TYPE      EXAMPLE                            DESCRIPTION/COMMENTS          REFERENCE
----------------------------------   ------   -------   ----------   --------------------------------------------------   ----------
<S>                                  <C>      <C>       <C>          <C>                                                  <C>
Current Allocated Percentage           20     Numeric   0.75         Maintained by servicer. If not supplied by issuer
                                                                     or Underwriter, use Underwriting NOI or NCF to
                                                                     calculate.
Current Allocated Ending Scheduled     21     Numeric   5900900.00   Calculation based on Current Allocated Percentage    L7
Loan Amount                                                          and Current Ended Scheduled Principal Balance (L7)
                                                                     for associated loan.
Most Recent Debt Service Amount        71     Numeric   1000000.00   Calculate using P20(percentage) to get the           L69
                                                                     allocated amount for each property
Most Recent DSCR (NOI)                 72     Numeric   2.55         Uses the property NOI and the allocated debt         L70
                                                                     service amount
Most Recent Financial As of Start      73     AN        YYYYMMDD     Start date used to calculate Most Recent             L72
Date                                                                 information either YTD or trailing 12 months
Most Recent Financial As of End        74     AN        YYYYMMDD     End date used to calculate Most Recent information   L73
Date                                                                 either YTD or trailing 12 months
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    S83
                                                                     prospectus if available.
DSCR (NCF) At Contribution             77     Numeric   1.5          DSCR At Contribution using NCF to calculate.         S84
                                                                     Should match the prospectus if available.
Preceding Fiscal Year NCF              78     Numeric   1000000.00   Preceding Fiscal Year Net Cash Flow related to       L92
                                                                     Financial As of Date P53.
Preceding Fiscal Year DSCR (NCF)       79     Numeric   2.55         Preceding Fiscal Yr Debt Service Coverage Ratio      L93
                                                                     using NCF related to Financial As of Date P53.
Second Preceding FY NCF                80     Numeric   1000000.00   Second Preceding Fiscal Year Net Cash Flow related   L94
                                                                     to Financial As of Date P60.
Second Preceding FY DSCR (NCF)         81     Numeric   2.55         Second Preceding Fiscal Year Debt Service Coverage   L95
                                                                     Ratio using Net Cash Flow related to Financial As
                                                                     of Date P60.
Most Recent NCF                        82     Numeric   1000000.00   Most Recent Net Cash Flow related to Financial As    L96
                                                                     of Date P74.
Most Recent DSCR (NCF)                 83     Numeric   2.55         Most Recent Debt Service Coverage Ratio using Net    L97
                                                                     Cash Flow related to Financial As of Date P74.
NOI/NCF Indicator                      84     AN        Text         Indicates how NOI or Net Cash Flow was calculated    L90
                                                                     should be the same for each financial period. See
                                                                     NOI/NCF Indicator Legend.
Deferred Maintenance Flag              85     AN        N            Either Y=Yes or N= No, Deferred Maintenance
</TABLE>


                               PROPERTY TYPES CODE
                                     LEGEND

<TABLE>
<S>                                               <C>
                         MF                          Multifamily
                         RT                            Retail
                         HC                          Health Care
                         IN                          Industrial
                         WH                           Warehouse
                         MH                       Mobile Home Park
                         OF                            Office
                         MU                           Mixed Use
                         LO                            Lodging
                         SS                         Self Storage
                         OT                             Other
                         SE                          Securities
</TABLE>


                                NOI/NCF INDICATOR
                                     LEGEND

<TABLE>
<S>              <C>
 CMSA            Calculated using CMSA standard
 PSA             Calculated using a definition given in the PSA
 U/W             Calculated using the underwriting method
</TABLE>






                                      K-3
<PAGE>
                                    EXHIBIT L

                   FORM OF COMPARATIVE FINANCIAL STATUS REPORT

                         CMSA Investor Reporting Package
                       COMPARATIVE FINANCIAL STATUS REPORT
                               as of _____________
                             (Property Level Report)

Operating Information Reflected As NOI____ or NCF______

<TABLE>
<CAPTION>
   P4     P9   P10     P52        P21     L8     P57       P44    P51   P45    P47 OR   P48     P60    P66   P61     P63 OR   P65
                                                                                 P76     OR                            P80     OR
                                                                                        P77                                   P81
                                                              ORIGINAL UNDERWRITING              2ND PRECEDING ANNUAL OPERATING
                                                                    INFORMATION                            INFORMATION
                                                        BASE YEAR                            AS OF ___             NORMALIZED
                       Last     Current       Allocated Financial                            Financial
                     Property  Allocated Paid  Annual     Info                                 Info
Property            Inspection   Loan    Thru    Debt     as of    %   Total            (1)    as of    %   Total             (1)
   ID    City State    Date     Amount   Date  Service    Date    Occ Revenue $ NOI/NCF DSCR   Date    Occ Revenue $ NOI/NCF  DSCR
<S>      <C>  <C>   <C>        <C>       <C>  <C>       <C>       <C> <C>     <C>       <C>  <C>       <C> <C>     <C>        <C>

                    Yyyymmdd                            yyyymmdd                             yyyymmdd

List all properties currently in deal with or without information largest to smallest loan

This report should reflect the information provided in the CMSA Property File and CMSA Loan Periodic Update File.



Total:                         $              $         **        WA  $       $         WA             WA  $       $          WA
</TABLE>

<TABLE>

          P53    P59   P54    P56 OR    P58    P73      P74      P30    P29   P68    P70 OR   P72  (2)
                                P78      OR                                            P82     OR
                                        P79                                                   P83
             PRECEDING ANNUAL OPERATING                      MOST RECENT FINANCIAL                    NET CHANGE
                   INFORMATION                                    INFORMATION                         PRECEDING
       AS OF ___             NORMALIZED                      *NORMALIZED OR ACTUAL                     & BASIS
       Financial
         Info
         as of    %   Total             (1)  FS Start  FS End   Occ As   %   Total            (1)   %  % Total (1)
         Date    Occ Revenue $ NOI/NCF  DSCR   Date     Date   of Date  Occ Revenue $ NOI/NCF DSCR Occ Revenue DSCR
<S>    <C>       <C> <C>     <C>        <C>  <C>      <C>      <C>      <C> <C>     <C>       <C>  <C> <C>     <C>

       yyyymmdd                              yyyymmdd yyyymmdd yyyymmdd







Total:           WA  $       $          WA            WA                    $       $         WA   WA  $       WA
</TABLE>

----------
(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.



                                      L-1
<PAGE>
                                    EXHIBIT M

                            FORM OF REO STATUS REPORT

                         CMSA Investor Reporting Package
                                REO STATUS REPORT
                              as of ______________
                             (Property Level Report)

Operating Information Reflected As NOI______ or NCF_______

<TABLE>
<CAPTION>
                                      P16
                                      OR
P4       P7       P13      P9   P10   P17   L8   P21       L37         L39         L38                     L25
------------------------------------------------------------------------------------------------------------------
                                                 (a)       (b)         (c)         (d)         (e)=a+b+c+d
------------------------------------------------------------------------------------------------------------------
                                                 ALLOCATED
                                                 ENDING                OTHER
                                      SQ FT PAID SCHEDULED TOTAL P&I   EXPENSE     TOTAL T & I             CURRENT
PROPERTY PROPERTY PROPERTY            OR    THRU LOAN      ADVANCES    ADVANCE     ADVANCE     TOTAL       MONTHLY
ID       NAME     TYPE     CITY STATE UNITS DATE AMOUNT    OUTSTANDING OUTSTANDING OUTSTANDING EXPOSURE    P&I
------------------------------------------------------------------------------------------------------------------
<S>      <C>      <C>      <C>  <C>   <C>   <C>  <C>       <C>         <C>         <C>         <C>         <C>

</TABLE>

<TABLE>
<CAPTION>
             P53     P58 OR
             OR      P72/P79
    L11      P74     OR P83    P24                 P25                     L99       L77      P28         P26
------------------------------------------------------------------------------------------------------------------------------
                     (f)                           (g)       (h)=(.90*g)-e
------------------------------------------------------------------------------------------------------------------------------
                                         APPRAISAL
                                         BPO OR
                                         INTERNAL  APPRAISAL LOSS USING    TOTAL
             LTM                         VALUE     BPO OR    90% APPR.     APPRAISAL          REO         DATE ASSET
    MATURITY NOI/NCF LTM DSCR  VALUATION SOURCE    INTERNAL  OR BPO        REDUCTION TRANSFER ACQUISITION EXPECTED TO
    DATE     DATE    (NOI/NCF) DATE      (1)       VALUE     (f)           REALIZED  DATE     DATE        BE RESOLVED COMMENTS
------------------------------------------------------------------------------------------------------------------------------
<S> <C>      <C>     <C>       <C>       <C>       <C>       <C>           <C>       <C>      <C>         <C>         <C>

</TABLE>



----------
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.

(1) Use the following codes; App. - Appraisal, BPO - Brokers Opinion, Int -
    Internal Value.



                                      M-1
<PAGE>
                                    EXHIBIT N

                               FORM OF WATCH LIST

                         CMSA Investor Reporting Package
                               Servicer Watch List
                           as of ____________________
                               (Loan Level Report)




Operating Information Reflected As NOI______ or NCF________



<TABLE>
<CAPTION>
    S4         S55         S61     S57     S58       L7        L8      L11       L56/L93    L70/L97
----------   --------   --------   ----   -----   ---------   ----   --------   ---------   -------   --------------------------

                                                                                PRECEDING    MOST
                                                   ENDING                       FISCAL YR   RECENT
                                                  SCHEDULED   PAID                 DSCR      DSCR
PROSPECTUS   PROPERTY   PROPERTY                    LOAN      THRU   MATURITY      NOI/      NOI/
  LOAN ID      NAME       TYPE     CITY   STATE    BALANCE    DATE     DATE        NCF        NCF     COMMENT/ACTION TO BE TAKEN
----------   --------   --------   ----   -----   ---------   ----   --------   ---------   -------   --------------------------
<S>          <C>        <C>        <C>    <C>     <C>         <C>    <C>        <C>         <C>       <C>


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:                                            $
</TABLE>




                                      N-1
<PAGE>
                                    EXHIBIT O

                         FORM OF DELINQUENT LOAN STATUS

                         CMSA Investor Reporting Package
                          DELINQUENT LOAN STATUS REPORT
                           as of ____________________
                               (Loan Level Report)

Operating Information Reflected As NOI______ or NCF________

<TABLE>
<CAPTION>
                                         S62
                                          or
    S4       S55      S61     S57  S58   S63   L8     L7         L37         L39         L38                L25     L10      L11
-----------------------------------------------------------------------------------------------------------------------------------



                                                    Ending                  Other
   Loan                                 Sq Ft Paid Scheduled  Total P&I    Expense   Total T & I          Current Current
Prospectus Property Property            or    Thru   Loan      Advances    Advance     Advances   Total   Monthly Interest Maturity
    ID       Name     Type   City State Units Date  Balance  Outstanding Outstanding Outstanding Exposure   P&I     Rate     Date
-----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>      <C>      <C>  <C>   <C>   <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

</TABLE>


<TABLE>
<CAPTION>
                                  L58  L54 or  L56 or
                                   or  L68/L92 L70/L93
                                  L73  or L96  or L97    L74        L75              L99      L77        L79       L76
----------------------------------------------------------------------------------------------------------------------------------

                                                                           Loss                      Date Asset
                                                                           using                      Expected
                                  LTM           LTM              Appraisal  90%     Total              to be
                                  NOI/  LTM     DSCR               BPO or  Appr.  Appraisal           Resolved
                                  NCF   NOI/    (NOI/  Valuation Internal   or    Reduction Transfer     or     Workout
                                  Date  NCF     NCF)     Date     Value**  BPO(f) Realized    Date   Foreclosed Strategy* Comments
----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>  <C>     <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

</TABLE>


----------
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


                                      O-1
<PAGE>
                                    EXHIBIT P

                   FORM OF HISTORICAL LOAN MODIFICATION REPORT

                         CMSA Investor Reporting Package
                       HISTORICAL LOAN MODIFICATION REPORT
                               as of ____________
                               (Loan Level Report)

<TABLE>
<CAPTION>
    S4     S57   S58     L49                   L48        L7*          L7*     L50*          L50* L25* L25*   L11*
---------------------------------------------------------------------------------------------------------------------

                                                       BALANCE
                                EXTENSION               WHEN    BALANCE AT THE
                        MOD/    PER DOCS   EFFECTIVE   SENT TO  EFFECTIVE DATE       # MTHS
PROSPECTUS            EXTENSION    OR       DATE OF    SPECIAL        OF       OLD  FOR RATE NEW  OLD  NEW    OLD
    ID     CITY STATE   FLAG    SERVICER  MODIFICATION SERVICER  MODIFICATION  RATE  CHANGE  RATE P&I  P&I  MATURITY
---------------------------------------------------------------------------------------------------------------------
<S>        <C>  <C>   <C>       <C>       <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:
</TABLE>


<TABLE>
<CAPTION>
                       L11*               L47
----------------------------------------------------------------------
                                                   (2) EST.
                                                    FUTURE
                               TOTAL #    (1)    INTEREST LOSS
                              MTHS FOR  REALIZED   TO TRUST $
                       NEW    CHANGE OF LOSS TO      (RATE
                     MATURITY    MOD    TRUST $    REDUCTION)  COMMENT
----------------------------------------------------------------------
<S>                  <C>      <C>       <C>      <C>           <C>









----------------------------------------------------------------------
Total For All Loans:
</TABLE>



* 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.




                                      P-1
<PAGE>
                                    EXHIBIT Q

                      FORM OF HISTORICAL LIQUIDATION REPORT

                         CMSA Investor Reporting Package
                          HISTORICAL LIQUIDATION REPORT
                   (REO-SOLD, DISCOUNTED PAYOFF or NOTE SALE)
                               as of ____________
                               (Loan Level Report)

<TABLE>
<CAPTION>
    S4       S55      S61    S57   S58                 L75        L29              L45        L7        L37
                                         (c) = b/a     (a)                 (b)     (d)        (e)       (f)

---------------------------------------------------------------------------------------------------------------
                                                     LATEST
                                                    APPRAISAL
                                        % RECEIVED     OR      EFFECTIVE         NET AMT   ENDING   TOTAL P & I
PROSPECTUS PROPERTY PROPERTY               FROM      BROKERS    DATE OF   SALES RECEIVED  SCHEDULED   ADVANCE
  LOAN ID    NAME     TYPE   CITY STATE LIQUIDATION  OPINION  LIQUIDATION PRICE FROM SALE  BALANCE  OUTSTANDING
---------------------------------------------------------------------------------------------------------------
<S>        <C>      <C>      <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:
---------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                       L39+L38                         L47
                         (g)         (h)     (i)=d-    (k)             (m)                (n)=k+m   (o)=n/e
                                             (f+g+h)
------------------------------------------------------------------------------------------------------------
                     TOTAL T & I
                         AND                                   DATE            DATE OF
                    OTHER EXPENSE SERVICING                    LOSS   MINOR   MINOR ADJ TOTAL LOSS LOSS % OF
                       ADVANCE      FEES      NET    REALIZED PASSED   ADJ     PASSED      WITH    SCHEDULED
                     OUTSTANDING   EXPENSE  PROCEEDS   LOSS    THRU  TO TRUST   THRU    ADJUSTMENT  BALANCE
------------------------------------------------------------------------------------------------------------
<S>                 <C>           <C>       <C>      <C>      <C>    <C>      <C>       <C>        <C>


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


TOTAL ALL LOANS:

CURRENT MONTH ONLY:
------------------------------------------------------------------------------------------------------------
</TABLE>



(h) Servicing Fee Expense includes fees such as Liquidation or Disposition fees
    charged by the Special Servicer.



                                      Q-1
<PAGE>
                                    EXHIBIT R

                        FORM OF NOI ADJUSTMENT WORKSHEET
                       COMMERCIAL NOI ADJUSTMENT WORKSHEET
      (INCLUDES RETAIL/OFFICE/INDUSTRIAL/WAREHOUSE/MIXED USE/SELF STORAGE)
                                 as of MM/DD/YY

PROPERTY OVERVIEW
<TABLE>
<S>                                             <C>           <C>                           <C>
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
                                                              sq ft., 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
</TABLE>

(1) Total $ amount of Capital Reserves required annually by loan documents,
    excl. Leasing Commission and TI's

<TABLE>
<CAPTION>
                                         YYYY                               NOTES
                                       BORROWER   ADJUSTMENT   NORMALIZED
                                        ACTUAL
                                       --------   ----------   ----------
<S>                                    <C>        <C>          <C>          <C>
INCOME:

  Statement Classification
  Gross Potential Rent (2)
    Less: Vacancy Loss
                         OR
  Base Rent (2)
  Expense Reimbursement
  Percentage Rent
  Parking Income
  Other Income

  EFFECTIVE GROSS INCOME
</TABLE>

(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative
    $amt for Vacancy Loss

<TABLE>
<S>                                    <C>        <C>          <C>          <C>
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
</TABLE>

(3) Actual current yr, but normalize for annual if possible via contractual, U/W
    or other data

<TABLE>
<S>                                    <C>        <C>          <C>          <C>
  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:
</TABLE>

(i.e.. operating statements, financial statements, tax return, other)

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


                                      R-1
<PAGE>
        MULTIFAMILY NOI ADJUSTMENT WORKSHEET (includes Mobile Home Parks)
                                 AS OF MM/DD/YY

PROPERTY OVERVIEW
<TABLE>
<S>                                             <C>           <C>                           <C>
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
                                                              sq ft., 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
</TABLE>

(1) Total $ amount of Capital Reserves required annually by loan documents.


<TABLE>
<CAPTION>
                                         YYYY                               NOTES
                                       BORROWER   ADJUSTMENT   NORMALIZED
                                        ACTUAL
<S>                                    <C>        <C>          <C>          <C>
INCOME:
  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
</TABLE>

(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $
    amt for Vacancy Loss

<TABLE>
<S>                                    <C>        <C>          <C>          <C>
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:
</TABLE>

(i.e.. operating statements, financial statements, tax return, other)

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


                                      R-2
<PAGE>
                        LODGING NOI ADJUSTMENT WORKSHEET
                                 AS OF MM/DD/YY

PROPERTY OVERVIEW
<TABLE>
<S>                                             <C>           <C>                           <C>
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
</TABLE>

(1) Total $ amount of Capital Reserves required annually by loan documents.

<TABLE>
<CAPTION>
                                         YYYY                               NOTES
                                       BORROWER   ADJUSTMENT   NORMALIZED
                                        ACTUAL
<S>                                    <C>        <C>          <C>          <C>
INCOME:
  Statement Classification
  Room Revenue
  Food & Beverage Revenues
  Telephone Revenue
  Other Departmental Revenue
  Other Income

DEPARTMENTAL REVENUE: (2)
</TABLE>

(2) Report Departmental Revenue as EGI for CMSA Loan Periodic and Property files

<TABLE>
<S>                                    <C>        <C>          <C>          <C>
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:
</TABLE>

(i.e.. operating statements, financial statements, tax return, other)

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


                                      R-3
<PAGE>
                       HEALTHCARE NOI ADJUSTMENT WORKSHEET
                                 AS OF MM/DD/YY

PROPERTY OVERVIEW
<TABLE>
<S>                                             <C>           <C>                           <C>
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
</TABLE>

(1) Total $ amount of Capital Reserves required annually by loan documents.

<TABLE>
<CAPTION>
                                         YYYY                               NOTES
                                       BORROWER   ADJUSTMENT   NORMALIZED
                                        ACTUAL
<S>                                    <C>        <C>          <C>          <C>
INCOME:
  Statement Classification
  Gross Potential Rent (2)
  Less: Vacancy Loss
                         OR
  Private Pay (2)
  Medicare/Medicaid
  Nursing/Medical Income
  Meals Income
  Other Income

  EFFECTIVE GROSS INCOME
</TABLE>

(2) Use either Gross Potential (with Vacancy Loss) or Private
    Pay/Medicare/Medicaid; use negative $amt for Vacancy Loss

<TABLE>
<S>                                    <C>        <C>          <C>          <C>
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:
</TABLE>

(i.e.. operating statements, financial statements, tax return, other)

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


                                      R-4
<PAGE>
                                    EXHIBIT S

                   FORM OF OPERATING STATEMENT ANALYSIS REPORT

                 COMMERCIAL OPERATING STATEMENT ANALYSIS REPORT

      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

<TABLE>
<S>                                <C>           <C>       <C>                         <C>                <C>
PROPERTY OVERVIEW

  PROSPECTUS ID
  Current Scheduled Loan                                                               Current Allocated
    Balance/Paid to Date                                                               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
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate
</TABLE>

(1)      Total $ amount of Capital Reserves required annually by loan documents,
         excl. Leasing Commission and TI's

<TABLE>
<CAPTION>
                                                                                                         (prcdng yr  (prcdng yr to
                                                                                                          to base)     2nd prcdng)
                                    UNDERWRITING     3RD        2ND        PRECEDING YR.    TTM/YTD(2)    YYYY-U/W     YYYY-YYYY
                                      BASE LINE   PRECEDING  PRECEDING  (fm NOI Adj Sheet)  AS OF//XX     VARIANCE      VARIANCE
                                      ---------   ---------  ---------  ------------------  ---------     --------      --------
<S>                                 <C>           <C>        <C>        <C>                 <C>          <C>         <C>
INCOME:
   Number of Mos. Covered
   Period Ended
   Statement Classification (yr)
   Gross Potential Rent(3)
   Less: Vacancy Loss

               OR

   Base Rent(3)
   Expense Reimbursement
   Percentage Rent
   Parking Income
   Other Income

*EFFECTIVE GROSS INCOME
</TABLE>

(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

<TABLE>
<S>                                 <C>           <C>        <C>        <C>                 <C>          <C>         <C>
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)
</TABLE>

SOURCE OF FINANCIAL DATA:
                                     (ie. operating statements, financial
                                     statements, tax return, other)

NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3 yr 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.

                                      S-1
<PAGE>
  MULTIFAMILY OPERATING STATEMENT ANALYSIS REPORT (includes Mobile Home Parks)
                                 AS OF MM/DD/YY

<TABLE>
<S>                                <C>           <C>       <C>                         <C>                <C>
PROPERTY OVERVIEW

  PROSPECTUS ID
  Current Scheduled Loan                                                               Current Allocated
    Balance/Paid to Date                                                               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
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate
</TABLE>

(1)      Total $ amount of Capital Reserves required annually by loan documents.

<TABLE>
<CAPTION>
                                                                                                         (prcdng yr  (prcdng yr to
                                                                                                          to base)     2nd prcdng)
                                    UNDERWRITING     3RD        2ND        PRECEDING YR.    TTM/YTD(2)    YYYY-U/W     YYYY-YYYY
                                      BASE LINE   PRECEDING  PRECEDING  (fm NOI Adj Sheet)   AS OF//      VARIANCE      VARIANCE
                                      ---------   ---------  ---------  ------------------   -------      --------      --------
<S>                                 <C>           <C>        <C>        <C>                 <C>          <C>         <C>
INCOME:
   Number of Mos. Covered
   Period Ended
   Statement Classification(yr)
   Gross Potential Rent (3)
   Less: Vacancy Loss

                 OR

   Base Rent (3)
   Laundry/Vending Income
   Parking Income
   Other Income

*EFFECTIVE GROSS INCOME
</TABLE>

(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

<TABLE>
<S>                                <C>           <C>       <C>                         <C>                <C>
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)
</TABLE>

SOURCE OF FINANCIAL DATA:
                                     (ie. operating statements, financial
                                     statements, tax return, other)

NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3 yr 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.


                                      S-2
<PAGE>
                   LODGING OPERATING STATEMENT ANALYSIS REPORT

                                 AS OF MM/DD/YY

<TABLE>
<S>                                <C>           <C>       <C>                         <C>                <C>
PROPERTY OVERVIEW

  PROSPECTUS ID
  Current Scheduled Loan                                                               Current Allocated
    Balance/Paid to Date                                                               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
  Occupancy Rate (physical)
  Occupancy Date
  Average Daily Rate
  Rev per Av. Room

                                   (1) Total $ amount of Capital Reserves required annually by loan documents
</TABLE>

<TABLE>
<CAPTION>
                                                                                                         (prcdng yr  (prcdng yr to
                                                                                                          to base)     2nd prcdng)
                                    UNDERWRITING     3RD        2ND        PRECEDING YR.    TTM/YTD(2)    YYYY-U/W     YYYY-YYYY
                                      BASE LINE   PRECEDING  PRECEDING  (fm NOI Adj Sheet)   AS OF//      VARIANCE      VARIANCE
                                      ---------   ---------  ---------  ------------------   -------      --------      --------
<S>                                 <C>           <C>        <C>        <C>                 <C>          <C>         <C>
INCOME:
   Number of Mos. Covered
   Period Ended
   Statement Classification (yr)
   Room Revenue
   Food & Beverage Revenues
   Telephone Revenue
   Other Departmental Revenue
   Other Income

   *DEPARTMENTAL REVENUE
</TABLE>

(2)      Servicer will not be expected to "Normalize" these YTD/TTM numbers.

<TABLE>
<S>                                 <C>           <C>        <C>        <C>                 <C>          <C>         <C>
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)
</TABLE>

SOURCE OF FINANCIAL DATA:
                                       (ie. operating statements, financial
                                       statements, tax return, other)

NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3 yr 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.

                                      S-3
<PAGE>
                 HEALTHCARE OPERATING STATEMENT ANALYSIS REPORT

                                 AS OF MM/DD/YY

<TABLE>
<S>                                <C>           <C>       <C>                         <C>                <C>
PROPERTY OVERVIEW

  PROSPECTUS ID
  Current Scheduled Loan                                                               Current Allocated
    Balance/Paid to Date                                                               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
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate
</TABLE>

(1)      Total $ amount of Capital Reserves required annually by loan documents

<TABLE>
<CAPTION>
                                                                                                         (prcdng yr  (prcdng yr to
                                                                                                          to base)     2nd prcdng)
                                    UNDERWRITING     3RD        2ND        PRECEDING YR.    TTM/YTD(2)    YYYY-U/W     YYYY-YYYY
                                      BASE LINE   PRECEDING  PRECEDING  (fm NOI Adj Sheet)   AS OF//      VARIANCE      VARIANCE
                                      ---------   ---------  ---------  ------------------   -------      --------      --------
<S>                                 <C>           <C>        <C>        <C>                 <C>          <C>         <C>
INCOME:
   Number of Mos. Covered
   Period Ended
   Statement Classification (yr)
   Gross Potential Rent (3)
   Less: Vacancy Loss

                 OR

   Private Pay (3)
   Medicare/Medicaid
   Nursing/Medical Income
   Meals Income
   Other Income

   *EFFECTIVE GROSS INCOME
</TABLE>

(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

<TABLE>
<S>                                 <C>           <C>        <C>        <C>                 <C>          <C>         <C>
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)
</TABLE>

SOURCE OF FINANCIAL DATA:
                                     (ie. operating statements, financial
                                     statements, tax return, other)

NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3 yr 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.


                                      S-4
<PAGE>
<TABLE>
<CAPTION>
                           MULTI      MULTI                                                                                HEALTH
                           FAMILY     FAMILY                                                                                CARE
                           MULTI      MOBILE     COMMERCIAL  COMMERCIAL  INDUSTRIAL/  COMMERCIAL   COMMERCIAL    LODGING   HEALTH
                           FAMILY      HOME        OFFICE      RETAIL     WAREHOUSE    MIXED USE  SELF STORAGE   LODGING    CARE
                           ------      ----        ------      ------     ---------    ---------  ------------   -------    ----
<S>                        <C>        <C>        <C>         <C>         <C>          <C>         <C>           <C>        <C>
      REVENUE LEGEND
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
<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
      Reimbursements           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>


                                      S-5

<PAGE>

<TABLE>
<CAPTION>

                                                  MULTI          MULTI
                                                  FAMILY         FAMILY                                     COMMERCIAL
                                                  ------         ------      COMMERCIAL     COMMERCIAL      INDUSTRIAL/
                                                  MULTI          MOBILE      ----------     ----------      -----------
                                                  FAMILY          HOME         OFFICE         RETAIL        WAREHOUSE
                                                  ------          ----         ------         ------        ---------
<S>       <C>                                   <C>             <C>           <C>           <C>             <C>
          EXPENSE LEGEND
RET       Real Estate Taxes                          X              X             X               X              X
PINS      Property
          Insurance                                  X              X             X               X              X
UTL       Utilities                                  X              X             X               X              X
R&M       Repairs and
          Maintenance                                X              X             X               X              X
FFEE      Franchise Fees
JAN       Janitorial                                                              X               X              X
MFEE      Management Fees                            X              X             X               X              X
P&B       Payroll &
          Benefits                                   X              X             X               X              X
A&M       Advertising &
          Marketing                                  X              X             X               X              X
PFEE      Professional Fees                          X              X             X               X              X
G&A       General and
          Administrative                             X              X             X               X              X
OEXP      Other Expenses                             X              X             X               X              X
GDR       Ground Rent                                X              X             X               X              X
RMSE      Room Expense
          (Departmental)
RMSHK     Room Expense-
          Housekeeping
F&B       Food & Beverage
          (Departmental)
MLSE      Meals Expense
DTEL      Telephone
          (Departmental)
ODE       Other
          Departmental
          Expense
LC        Leasing
          Commissions                                                              X               X              X
TI        Tenant
          Improvements                                                             X               X              X
CAPEX     Capital
          Expenditures                               X               X             X               X              X
ECAPEX    Extraordinary
          Capital
          Expenditures                               X               X             X               X              X


          EXPENSE LINE ITEMS

          401K                                     P&B             P&B            P&B              P&B           P&B
          Accounting Fees                         PFEE             PFEE          PFEE              PFEE         PFEE
          Administrative Fee                       G&A             G&A            G&A              G&A           G&A
          Advalorem Tax                            G&A             G&A            G&A              G&A           G&A
          Advertising                              A&M             A&M            A&M              A&M           A&M
          Advertising & Marketing                  A&M             A&M            A&M              A&M           A&M
          Alarm System                             G&A             G&A            G&A              G&A           G&A
          Amortization                          ELIMINATE       ELIMINATE      ELIMINATE        ELIMINATE     ELIMINATE
          Ancillary Expense                       OEXP             OEXP          OEXP              OEXP         OEXP
          Answering Service                        G&A             G&A            G&A              G&A           G&A
          Apartment Finder/Guide                   A&M          **********    **********       **********    **********
          Asset Management Fees                   MFEE             MFEE          MFEE              MFEE         MFEE
          Auto Repairs                             G&A             G&A            G&A              G&A           G&A
          Bad Debt                              ELIMINATE       ELIMINATE      ELIMINATE        ELIMINATE     ELIMINATE
          Bank Charges                             G&A             G&A            G&A              G&A           G&A
          Banners                                  A&M             A&M            A&M              A&M           A&M
          Bonuses                                  P&B             P&B            P&B              P&B           P&B
          Bookkeeping Fees                        PFEE             PFEE          PFEE              PFEE         PFEE
          Brochures                                A&M             A&M            A&M              A&M           A&M
          Business License                         G&A             G&A            G&A              G&A           G&A
          Cable                                    G&A             G&A            G&A              G&A           G&A
          CAM                                      R&M             R&M            R&M              R&M           R&M
          Capital Expenditures                    CAPEX           CAPEX          CAPEX            CAPEX         CAPEX
          Cleaning                                 R&M             R&M            JAN              JAN           JAN
          Commissions                              G&A             G&A            G&A              G&A           G&A
          Computer Repairs                         G&A             G&A            G&A              G&A           G&A
          Contract Work                            P&B             P&B            P&B              P&B           P&B
          Courtesy Patrol                          G&A             G&A            G&A              G&A           G&A
          Credit Card Fees                      **********      **********    **********       **********    **********
          Credit Check                             G&A             G&A            G&A              G&A           G&A
          Depreciation                          ELIMINATE       ELIMINATE      ELIMINATE        ELIMINATE     ELIMINATE
          Education                                G&A             G&A            G&A              G&A           G&A
          Electrical                               R&M             R&M            R&M              R&M           R&M
          Electricity                              UTL             UTL            UTL              UTL           UTL
          Elevator                                 R&M             R&M            R&M              R&M           R&M
          Employee Benefits                        P&B             P&B            P&B              P&B           P&B
          Employee Insurance                       P&B             P&B            P&B              P&B           P&B
          Entertainment                            G&A             G&A            G&A              G&A           G&A
          Eviction Expense                         G&A             G&A            G&A              G&A           G&A
          Extraordinary Capital
          Expenditures                           ECAPEX           ECAPEX        ECAPEX            ECAPEX       ECAPEX
          Exterminating Service                    R&M             R&M            R&M              R&M           R&M
          FF & E Reserve                          CAPEX           CAPEX          CAPEX            CAPEX         CAPEX
          FICA                                     P&B             P&B            P&B              P&B           P&B
          Financing Fees                        ELIMINATE       ELIMINATE      ELIMINATE        ELIMINATE     ELIMINATE
          Flood Insurance                         PINS             PINS          PINS              PINS         PINS
</TABLE>

<TABLE>
<CAPTION>
                                                                                                  HEALTH
                                                                                                   CARE
                                                 COMMERCIAL     COMMERCIAL       LODGING           ----
                                                 ----------     ----------       -------          HEALTH
                                                 MIXED USE     SELF STORAGE      LODGING           CARE
                                                 ---------     ------------      -------           ----
<S>                                             <C>            <C>               <C>             <C>
          EXPENSE LEGEND
RET       Real Estate Taxes                          X              X                X               X
PINS      Property
          Insurance                                  X              X                X               X
UTL       Utilities                                  X              X                X               X
R&M       Repairs and
          Maintenance                                X              X                X               X
FFEE      Franchise Fees                                                             X
JAN       Janitorial                                 X
MFEE      Management Fees                            X              X                X               X
P&B       Payroll &
          Benefits                                   X              X                X               X
A&M       Advertising &
          Marketing                                  X              X                X               X
PFEE      Professional Fees                          X              X                X               X
G&A       General and
          Administrative                             X              X                X               X
OEXP      Other Expenses                             X              X                X               X
GDR       Ground Rent                                X              X                X               X
RMSE      Room Expense
          (Departmental)                                                             X
RMSHK     Room Expense-
          Housekeeping                                                                               X
F&B       Food & Beverage
          (Departmental)                                                             X
MLSE      Meals Expense                                                                              X
DTEL      Telephone
          (Departmental)                                                             X
ODE       Other
          Departmental
          Expense                                                                    X
LC        Leasing
          Commissions                                 X              X
TI        Tenant
          Improvements                                X              X
CAPEX     Capital
          Expenditures                                X              X               X               X
ECAPEX    Extraordinary
          Capital
          Expenditures                                X              X               X               X


          EXPENSE LINE ITEMS

          401K                                        P&B            P&B            P&B             P&B
          Accounting Fees                             PFEE          PFEE            PFEE           PFEE
          Administrative Fee                          G&A            G&A            G&A             G&A
          Advalorem Tax                               G&A            G&A            G&A             G&A
          Advertising                                 A&M            A&M            A&M             A&M
          Advertising & Marketing                     A&M            A&M            A&M             A&M
          Alarm System                                G&A            G&A            G&A             G&A
          Amortization                             ELIMINATE      ELIMINATE      ELIMINATE       ELIMINATE
          Ancillary Expense                           OEXP          OEXP            OEXP           OEXP
          Answering Service                           G&A            G&A            G&A             G&A
          Apartment Finder/Guide                  **********     **********      **********      **********
          Asset Management Fees                       MFEE          MFEE            MFEE           MFEE
          Auto Repairs                                G&A            G&A            G&A             G&A
          Bad Debt                                 ELIMINATE      ELIMINATE      ELIMINATE       ELIMINATE
          Bank Charges                                G&A            G&A            G&A             G&A
          Banners                                     A&M            A&M            A&M             A&M
          Bonuses                                     P&B            P&B            P&B             P&B
          Bookkeeping Fees                            PFEE          PFEE            PFEE           PFEE
          Brochures                                   A&M            A&M            A&M             A&M
          Business License                            G&A            G&A            G&A             G&A
          Cable                                       G&A            G&A            G&A             G&A
          CAM                                         R&M            R&M            R&M             R&M
          Capital Expenditures                       CAPEX          CAPEX          CAPEX           CAPEX
          Cleaning                                    JAN            R&M            R&M            RMSHK
          Commissions                                 G&A            G&A            G&A             G&A
          Computer Repairs                            G&A            G&A            G&A             G&A
          Contract Work                               P&B            P&B            P&B             P&B
          Courtesy Patrol                             G&A            G&A            G&A             G&A
          Credit Card Fees                        **********     **********         G&A          **********
          Credit Check                                G&A            G&A            G&A             G&A
          Depreciation                             ELIMINATE      ELIMINATE      ELIMINATE       ELIMINATE
          Education                                   G&A            G&A            G&A             G&A
          Electrical                                  R&M            R&M            R&M             R&M
          Electricity                                 UTL            UTL            UTL             UTL
          Elevator                                    R&M            R&M            R&M             R&M
          Employee Benefits                           P&B            P&B            P&B             P&B
          Employee Insurance                          P&B            P&B            P&B             P&B
          Entertainment                               G&A            G&A            G&A             G&A
          Eviction Expense                            G&A            G&A            G&A             G&A
          Extraordinary Capital
          Expenditures                               ECAPEX        ECAPEX          ECAPEX         ECAPEX
          Exterminating Service                       R&M            R&M            R&M             R&M
          FF & E Reserve                             CAPEX          CAPEX          CAPEX           CAPEX
          FICA                                        P&B            P&B            P&B             P&B
          Financing Fees                           ELIMINATE      ELIMINATE      ELIMINATE       ELIMINATE
          Flood Insurance                            PINS           PINS           PINS            PINS
</TABLE>


                                      S-6
<PAGE>
<TABLE>
<CAPTION>
                                                  MULTI          MULTI
                                                  FAMILY         FAMILY                                      COMMERCIAL
                                                  ------         ------      COMMERCIAL      COMMERCIAL      INDUSTRIAL/
                                                  MULTI          MOBILE      ----------      ----------      -----------
                                                  FAMILY          HOME         OFFICE          RETAIL        WAREHOUSE
                                                  ------          ----         ------          ------        ---------
<S>                                             <C>             <C>          <C>             <C>             <C>
          EXPENSE LINE ITEMS (CONTINUED)
          Floor Covering Replacement                R&M            R&M           R&M              R&M           R&M
          Food & Beverage Expense               **********      **********    **********       **********    **********
          (Departmental)
          Franchise Fees                        **********      **********    **********       **********    **********
          Freight & Shipping                       G&A             G&A           G&A              G&A           G&A
          Gas                                      UTL             UTL           UTL              UTL           UTL
          General & Administrative                 G&A             G&A           G&A              G&A           G&A
          Ground Rent                              GDR             GDR           GDR              GDR           GDR
          Hazard Liability                         PINS           PINS           PINS            PINS           PINS
          Health Benefits                          P&B             P&B           P&B              P&B           P&B
          HVAC                                     R&M             R&M           R&M              R&M           R&M
          Insurance                                PINS           PINS           PINS            PINS           PINS
          Interest                              ELIMINATE       ELIMINATE     ELIMINATE        ELIMINATE     ELIMINATE
          Janitorial                               R&M             R&M           JAN              JAN           JAN
          Land Lease                               GDR             GDR           GDR              GDR           GDR
          Landscaping (Exterior)                   R&M             R&M           R&M              R&M           R&M
          Landscaping/Plants (Interior)            R&M             R&M           R&M              R&M           R&M
          Leased Equipment                         G&A             G&A           G&A              G&A           G&A
          Leasing Comissions                    **********      **********        LC              LC             LC
          Leasing Office Expense                   G&A             G&A           G&A              G&A           G&A
          Legal Fees                               PFEE           PFEE           PFEE            PFEE           PFEE
          Licenses                                 G&A             G&A           G&A              G&A           G&A
          Life Insurance                        ELIMINATE       ELIMINATE     ELIMINATE        ELIMINATE     ELIMINATE
          Life Safety                              G&A             G&A           G&A              G&A           G&A
          Loan Prncipal                         ELIMINATE       ELIMINATE     ELIMINATE        ELIMINATE     ELIMINATE
          Locks/Keys                               R&M             R&M           R&M              R&M           R&M
          Maid Service                             R&M             R&M           JAN              JAN           JAN
          Make Ready                               R&M             R&M           R&M              R&M           R&M
          Management Fees                          MFEE           MFEE           MFEE            MFEE           MFEE
          Manager Salaries                         P&B             P&B           P&B              P&B           P&B
          Marketing                                A&M             A&M           A&M              A&M           A&M
          Meals Expense                         **********      **********    **********       **********    **********
          Mechanical                               R&M             R&M           R&M              R&M           R&M
          Media Commissions                        A&M             A&M           A&M              A&M           A&M
          Mileage                                  G&A             G&A           G&A              G&A           G&A
          Miscellaneous                            OEXP           OEXP           OEXP            OEXP           OEXP
          Miscellaneous 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
          Office Supplies                          G&A             G&A           G&A              G&A           G&A
          Other Departmental Expense            **********      **********    **********       **********    **********
          Other Expenses                           OEXP           OEXP           OEXP            OEXP           OEXP
          Owners Draw                           ELIMINATE       ELIMINATE     ELIMINATE        ELIMINATE     ELIMINATE
          Painting                                 R&M             R&M           R&M              R&M           R&M
          Parking Lot                              R&M             R&M           R&M              R&M           R&M
          Partnership Fees                      ELIMINATE       ELIMINATE     ELIMINATE        ELIMINATE     ELIMINATE
          Payroll & Benefits                       P&B             P&B           P&B              P&B           P&B
          Payroll Taxes                            P&B             P&B           P&B              P&B           P&B
          Permits                                  G&A             G&A           G&A              G&A           G&A
          Personal Property Taxes                  G&A             G&A           G&A              G&A           G&A
          Pest Control                             R&M             R&M           R&M              R&M           R&M
          Plumbing                                 R&M             R&M           R&M              R&M           R&M
          Pool                                     R&M             R&M        **********       **********    **********
          Postage                                  G&A             G&A           G&A              G&A           G&A
          Printing                                 G&A             G&A           G&A              G&A           G&A
          Professional Fees                        PFEE           PFEE           PFEE            PFEE           PFEE
          Promotions                               A&M             A&M           A&M              A&M           A&M
          Property Insurance                       PINS           PINS           PINS            PINS           PINS
          Real Estate Taxes                        RET             RET           RET              RET           RET
          Repair Escrow                           CAPEX           CAPEX         CAPEX            CAPEX         CAPEX
          Repairs & Maintenance                    R&M             R&M           R&M              R&M           R&M
          Room Expense (Departmental)           **********      **********    **********       **********    **********
          Room Expense-Housekeeping             **********      **********    **********       **********    **********
          Rubbish Removal                          R&M             R&M           R&M              R&M           R&M
          Salaries                                 P&B             P&B           P&B              P&B           P&B
          Scavenger                                R&M             R&M           R&M              R&M           R&M
          Security                                 G&A             G&A           G&A              G&A           G&A
          Sewer                                    UTL             UTL           UTL              UTL           UTL
          Signage                                  A&M             A&M           A&M              A&M           A&M
          Snow Removal                             R&M             R&M           R&M              R&M           R&M
          Subscriptions/Dues                       G&A             G&A           G&A              G&A           G&A
          Telephone                                G&A             G&A           G&A              G&A           G&A
          Telephone (Departmental)              **********      **********    **********       **********    **********
          Temporary Help                           P&B             P&B           P&B              P&B           P&B
</TABLE>

<TABLE>
<CAPTION>
                                                                                                     HEALTH
                                                                                                      CARE
                                                COMMERCIAL       COMMERCIAL         LODGING           ----
                                                ----------       ----------         -------          HEALTH
                                                MIXED USE       SELF STORAGE        LODGING           CARE
                                                ---------       ------------        -------           ----
<S>                                             <C>             <C>                 <C>            <C>
          EXPENSE LINE ITEMS (CONTINUED)
          Floor Covering Replacement                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
          Gas                                       UTL              UTL               UTL             UTL
          General & Administrative                  G&A              G&A               G&A             G&A
          Ground Rent                               GDR              GDR               GDR             GDR
          Hazard Liability                          PINS            PINS               PINS           PINS
          Health Benefits                           P&B              P&B               P&B             P&B
          HVAC                                      R&M              R&M               R&M             R&M
          Insurance                                 PINS            PINS               PINS           PINS
          Interest                               ELIMINATE        ELIMINATE         ELIMINATE       ELIMINATE
          Janitorial                                JAN           **********        **********        RMSHK
          Land Lease                                GDR              GDR               GDR             GDR
          Landscaping (Exterior)                    R&M              R&M               R&M             R&M
          Landscaping/Plants (Interior)             R&M              R&M               R&M             R&M
          Leased Equipment                          G&A              G&A               G&A             G&A
          Leasing Comissions                         LC              LC             **********      **********
          Leasing Office Expense                    G&A              G&A               G&A             G&A
          Legal Fees                                PFEE            PFEE               PFEE           PFEE
          Licenses                                  G&A              G&A               G&A             G&A
          Life Insurance                         ELIMINATE        ELIMINATE         ELIMINATE       ELIMINATE
          Life Safety                               G&A              G&A               G&A             G&A
          Loan Prncipal                          ELIMINATE        ELIMINATE         ELIMINATE       ELIMINATE
          Locks/Keys                                R&M              R&M               R&M             R&M
          Maid Service                              JAN           **********        **********        RMSHK
          Make Ready                                R&M              R&M               P&M             R&M
          Management Fees                           MFEE            MFEE               MFEE           MFEE
          Manager Salaries                          P&B              P&B               P&B             P&B
          Marketing                                 A&M              A&M               A&M             A&M
          Meals Expense                          **********       **********           P&B            MLSE
          Mechanical                                R&M              R&M               R&M             R&M
          Media Commissions                         A&M              A&M               A&M             A&M
          Mileage                                   G&A              G&A               G&A             G&A
          Miscellaneous                             OEXP            OEXP               OEXP           OEXP
          Miscellaneous G & A                       G&A              G&A               G&A             G&A
          Model Apartment                        **********       **********        **********      **********
          Newspaper                                 A&M              A&M               A&M             A&M
          Office Supplies                           G&A              G&A               G&A             G&A
          Other Departmental Expense             **********       **********           ODE          **********
          Other Expenses                            OEXP            OEXP               OEXP           OEXP
          Owners Draw                            ELIMINATE        ELIMINATE         ELIMINATE       ELIMINATE
          Painting                                  R&M              R&M               R&M             R&M
          Parking Lot                               R&M              R&M               R&M             R&M
          Partnership Fees                       ELIMINATE        ELIMINATE         ELIMINATE       ELIMINATE
          Payroll & Benefits                        P&B              P&B               P&B             P&B
          Payroll Taxes                             P&B              P&B               P&B             P&B
          Permits                                   G&A              G&A               G&A             G&A
          Personal Property Taxes                   G&A              G&A               G&A             G&A
          Pest Control                              R&M              R&M               R&M             R&M
          Plumbing                                  R&M              R&M               R&M             R&M
          Pool                                      R&M           **********           R&M             R&M
          Postage                                   G&A              G&A               G&A             G&A
          Printing                                  G&A              G&A               G&A             G&A
          Professional Fees                         PFEE            PFEE               PFEE           PFEE
          Promotions                                A&M              A&M               A&M             A&M
          Property Insurance                        PINS            PINS               PINS           PINS
          Real Estate Taxes                         RET              RET               RET             RET
          Repair Escrow                            CAPEX            CAPEX             CAPEX           CAPEX
          Repairs & Maintenance                     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
          Salaries                                  P&B              P&B               P&B             P&B
          Scavenger                                 R&M              R&M               R&M             R&M
          Security                                  G&A              G&A               G&A             G&A
          Sewer                                     UTL              UTL               UTL             UTL
          Signage                                   A&M              A&M               A&M             A&M
          Snow Removal                              R&M              R&M               R&M             R&M
          Subscriptions/Dues                        G&A              G&A               G&A             G&A
          Telephone                                 G&A              G&A            **********         G&A
          Telephone (Departmental)               **********       **********           DTEL         **********
          Temporary Help                            P&B              P&B               P&B             P&B
</TABLE>

                                      S-7
<PAGE>
<TABLE>
<CAPTION>
                                                  MULTI          MULTI
                                                  FAMILY         FAMILY                                     COMMERCIAL
                                                  ------         ------       COMMERCIAL    COMMERCIAL      INDUSTRIAL/
                                                  MULTI          MOBILE       ----------    ----------      -----------
                                                  FAMILY          HOME          OFFICE        RETAIL        WAREHOUSE
                                                  ------          ----          ------        ------        ---------
<S>                                             <C>             <C>           <C>           <C>             <C>
          EXPENSE LINE ITEMS (CONTINUED)

          Tenant Improvements                   **********      **********        TI              TI           TI
          Trash Removal                             UTL            UTL            UTL            UTL           UTL
          Travel                                    G&A            G&A            G&A            G&A           G&A
          Turnover                                  R&M            R&M            TI              TI           TI
          Unemployment Insurance                    P&B            P&B            P&B            P&B           P&B
          Uniform Service                           G&A            G&A            G&A            G&A           G&A
          Utilities                                 UTL            UTL            UTL            UTL           UTL
          Utility Vehicle                           G&A            G&A            G&A            G&A           G&A
          Vehicle Lease                             G&A            G&A            G&A            G&A           G&A
          Water                                     UTL            UTL            UTL            UTL           UTL
          Worker's Comp                             P&B            P&B            P&B            P&B           P&B
          Yellow Pages                              A&M            A&M            A&M            A&M           A&M
</TABLE>

<TABLE>
<CAPTION>
                                                                                                  HEALTH
                                                                                                   CARE
                                                 COMMERCIAL     COMMERCIAL       LODGING           ----
                                                 ----------     ----------       -------          HEALTH
                                                 MIXED USE     SELF STORAGE      LODGING           CARE
                                                 ---------     ------------      -------           ----
<S>                                              <C>           <C>               <C>             <C>
          EXPENSE LINE ITEMS (CONTINUED)

          Tenant Improvements                         TI              TI         **********      **********
          Trash Removal                              UTL             UTL             UTL            UTL
          Travel                                     G&A             G&A             G&A            G&A
          Turnover                                    TI              TI         **********         R&M
          Unemployment Insurance                     P&B             P&B             P&B            P&B
          Uniform Service                            G&A             G&A             G&A            G&A
          Utilities                                  UTL             UTL             UTL            UTL
          Utility Vehicle                            G&A             G&A             G&A            G&A
          Vehicle Lease                              G&A             G&A             G&A            G&A
          Water                                      UTL             UTL             UTL            UTL
          Worker's Comp                              P&B             P&B             P&B            P&B
          Yellow Pages                               A&M             A&M             A&M            A&M
</TABLE>


                                      S-8
<PAGE>
                                    EXHIBIT T

                  FORM OF INTERIM DELINQUENT LOAN STATUS REPORT


                         CMSA INVESTOR REPORTING PACKAGE
                          DELINQUENT LOAN STATUS REPORT


                            AS OF __________________
                               (LOAN LEVEL REPORT


     S4            L8
    LOAN          PAID                     COMMENTS
  PROSPECTUS      THRU
     ID           DATE

LOAN(S) DELINQUENT AS OF MONTH END












                                      T-1
<PAGE>
                                    EXHIBIT U

                     FORM OF CMSA LOAN PERIODIC UPDATE FILE


                   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

<S>                                   <C>       <C>        <C>
Transaction Id                          1           AN        XXX97001
Group Id                                2           AN        XXX9701A
Loan Id                                 3           AN     00000000012345
Prospectus Loan Id                      4           AN           123
Distribution Date                       5           AN        YYYYMMDD
Current Beginning Scheduled Balance     6        Numeric      100000.00
Current Ending Scheduled  Balance       7        Numeric      100000.00
Paid To Date                            8           AN        YYYYMMDD
Current Index Rate                      9        Numeric        0.09
Current Note Rate                      10        Numeric        0.09
Maturity Date                          11           AN        YYYYMMDD
Servicer and Trustee Fee Rate          12        Numeric       0.00025
Fee Rate/Strip Rate 1                  13        Numeric       0.00001
Fee Rate/Strip Rate 2                  14        Numeric       0.00001
Fee Rate/Strip Rate 3                  15        Numeric       0.00001
Fee Rate/Strip Rate 4                  16        Numeric       0.00001
Fee Rate/Strip Rate 5                  17        Numeric       0.00001
Net Rate                               18        Numeric       0.0947
Next Index Rate                        19        Numeric        0.09
Next Note Rate                         20        Numeric        0.09
Next Rate Adjustment Date              21           AN        YYYYMMDD
Next Payment Adjustment Date           22           AN        YYYYMMDD
Scheduled Interest Amount              23        Numeric       1000.00
Scheduled Principal Amount             24        Numeric       1000.00
Total Scheduled P&I Due                25        Numeric       1000.00
</TABLE>




<TABLE>
<CAPTION>
     FIELD NAME                          DESCRIPTION/COMMENTS

<S>                                  <C>
Transaction Id                       Unique Issue Identification Mnemonic
Group Id                             Unique Identification Number Assigned To Each Loan Group Within An Issue
Loan Id                              Unique Servicer Loan Number Assigned To Each Collateral Item In A Pool
Prospectus Loan Id                   Unique Identification Number Assigned To Each Collateral Item In The Prospectus
Distribution Date                    Date Payments  Made To Certificateholders
Current Beginning Scheduled Balance  Outstanding Sched Prin Bal at Beginning of current period that is part of the trust
Current Ending Scheduled  Balance    Outstanding Sched Prin Bal at End of current period that is part of the trust
Paid To Date                         Date loan is paid through. One frequency < the date the loan is due for next payment
Current Index Rate                   Index Rate Used In The Determination Of The Current Period Gross Interest Rate
Current Note Rate                    Annualized Gross Rate Applicable To Calculate The Current Period Scheduled Interest
Maturity Date                        Date Collateral Is Scheduled To Make Its Final Payment
Servicer and Trustee Fee Rate        Annualized Fee Paid To The Servicer And Trustee
Fee Rate/Strip Rate 1                Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Fee Rate/Strip Rate 2                Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Fee Rate/Strip Rate 3                Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Fee Rate/Strip Rate 4                Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Fee Rate/Strip Rate 5                Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Net Rate                             Annualized Interest Rate Applicable To Calculate The Current Period Remittance Int.
Next Index Rate                      Index Rate Used In The Determination Of The Next Period Gross Interest Rate
Next Note Rate                       Annualized Gross Interest Rate Applicable To Calc Of The Next Period Sch. Interest
Next Rate Adjustment Date            Date Note Rate Is Next Scheduled To Change
Next Payment Adjustment Date         Date Scheduled P&I Amount Is Next Scheduled To Change
Scheduled Interest Amount            Scheduled Gross Interest Payment Due For The Current Period that goes to the trust
Scheduled Principal Amount           Scheduled Principal Payment Due For The Current Period that goes to the trust
Total Scheduled P&I Due              Scheduled Principal & Interest Payment Due For Current Period for the trust
</TABLE>







                                      U-1
<PAGE>
<TABLE>
<CAPTION>
                                                   FIELD                 FORMAT
     FIELD NAME                                    NUMBER     TYPE       EXAMPLE

<S>                                                  <C>    <C>         <C>
Neg am/Deferred Interest Amount                      26     Numeric      1000.00
Unscheduled Principal Collections                    27     Numeric      1000.00
Other Principal Adjustments                          28     Numeric      1000.00
Liquidation/Prepayment Date                          29        AN       YYYYMMDD
Prepayment Penalty/Yld Maint Rec'd                   30     Numeric      1000.00
Prepayment Interest Excess (Shortfall)               31     Numeric      1000.00
Liquidation/Prepayment Code                          32     Numeric         1
Most Recent ASER Amount                              33     Numeric      1000.00

Blank                                                34        AN         Blank
Cumulative ASER Amount                               35     Numeric      1000.00
Actual Balance                                       36     Numeric     100000.00
Total P&I Advance Outstanding                        37     Numeric      1000.00
Total T&I Advance Outstanding                        38     Numeric      1000.00
Other Expense Advance Outstanding                    39     Numeric      1000.00
Status of Loan                                       40        AN           1
In Bankruptcy                                        41        AN           Y
Foreclosure Date                                     42        AN       YYYYMMDD
REO Date                                             43        AN       YYYYMMDD
Bankruptcy Date                                      44        AN       YYYYMMDD
Net Proceeds Received on Liquidation                 45     Numeric     100000.00
Liquidation Expense                                  46     Numeric     100000.00
Realized Loss to Trust                               47     Numeric     10000.00
Date of Last Modification                            48        AN       YYYYMMDD
Modification Code                                    49     Numeric         1
Modified Note Rate                                   50     Numeric       0.09
Modified Payment Rate                                51     Numeric       0.09
Preceding Fiscal Year Revenue                        52     Numeric      1000.00

Preceding Fiscal Year Operating Expenses             53     Numeric      1000.00

Preceding Fiscal Year NOI                            54     Numeric      1000.00

Preceding Fiscal Year Debt Svc Amount                55     Numeric      1000.00

Preceding Fiscal Year DSCR (NOI)                     56     Numeric       2.55

Preceding Fiscal Year Physical Occupancy             57     Numeric       0.85

Preceding Fiscal Year Financial As of Date           58        AN       YYYYMMDD
Second Preceding Fiscal Year Revenue                 59     Numeric      1000.00

Second Preceding Fiscal Year Operating Expenses      60     Numeric      1000.00

Second Preceding Fiscal Year NOI                     61     Numeric      1000.00

Second Preceding Fiscal Year Debt Service Amount     62     Numeric      1000.00

Second Preceding Fiscal Year DSCR (NOI)              63     Numeric       2.55

Second Preceding Fiscal Year Physical Occupancy      64     Numeric       0.85

Second Preceding Fiscal Year Financial As of Date    65        AN       YYYYMMDD
Most Recent Revenue                                  66     Numeric      1000.00

Most Recent Operating Expenses                       67     Numeric      1000.00

Most Recent NOI                                      68     Numeric      1000.00

Most Recent Debt Service Amount                      69     Numeric      1000.00

Most Recent DSCR (NOI)                               70     Numeric       2.55

Most Recent Physical Occupancy                       71     Numeric       0.85
</TABLE>

<TABLE>
<CAPTION>
     FIELD NAME                                       DESCRIPTION/COMMENTS

<S>                                                <C>
Neg am/Deferred Interest Amount                    Negative Amortization/Deferred Interest Amount Due For The Current Period
Unscheduled Principal Collections                  Unscheduled Payments Of Principal Received During The Related Collection Period
Other Principal Adjustments                        Unscheduled Principal Adjustments For The Related Collection Period
Liquidation/Prepayment Date                        Date Unscheduled Payment Of Principal Received
Prepayment Penalty/Yld Maint Rec'd                 Additional Payment Req'd From Borrower Due To Prepayment Of Loan Prior To
                                                     Maturity
Prepayment Interest Excess (Shortfall)             Interest Shortfall or Excess as calculated by Servicer per the Trust documents
Liquidation/Prepayment Code                        See Liquidation/Prepayment Codes Legend
Most Recent ASER Amount                            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                                              Left blank on purpose. (Note: was previously Most Recent ASER Date. Field not
                                                     considered applicable to ASER.)
Cumulative ASER Amount                             Cumulative Appraisal Subordinated Entitlement Reduction
Actual Balance                                     Outstanding Actual Principal Balance At The End Of The Current Period
Total P&I Advance Outstanding                      Outstanding P&I Advances At The End Of The Current Period
Total T&I Advance Outstanding                      Outstanding Taxes & Insurance Advances At The End Of The Current Period
Other Expense Advance Outstanding                  Other Outstanding Advances At The End Of The Current Period
Status of Loan                                     See Status Of Loan Legend
In Bankruptcy                                      Bankruptcy Status Of Loan (If In Bankruptcy "Y", Else "N")
Foreclosure Date                                   P27 -  If Multiple properties have the same date then print that date otherwise
                                                      leave empty
REO Date                                           P28 -  If Multiple properties have the same date then print that date otherwise
                                                      leave empty
Bankruptcy Date                                    Date Of Bankruptcy
Net Proceeds Received on Liquidation               Net Proceeds Rec'd On Liquidation To Be Remitted to the Trust per the Trust
                                                      Documents
Liquidation Expense                                Expenses Associated With The Liq'n To Be Netted from the Trust per the Trust
                                                      Documents
Realized Loss to Trust                             Liquidation Balance Less Net Liquidation Proceeds Received (as defined in Trust
                                                      documents)
Date of Last Modification                          Date Loan Was Modified
Modification Code                                  See Modification Codes Legend
Modified Note Rate                                 Note Rate Loan Modified To
Modified Payment Rate                              Payment Rate Loan Modified To
Preceding Fiscal Year Revenue                      P54 - If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Preceding Fiscal Year Operating Expenses           P55 -  If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Preceding Fiscal Year NOI                          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              P57 -  If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Preceding Fiscal Year DSCR (NOI)                   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           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         P53 - If Multiple properties and all the same then print the date, if missing
                                                      any then leave empty
Second Preceding Fiscal Year Revenue               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    P62 -  If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Second Preceding Fiscal Year NOI                   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   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)            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    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  P60 - If Multiple properties and all the same then print the date, if missing
                                                      any then leave empty
Most Recent Revenue                                P68 - If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Most Recent Operating Expenses                     P69 -  If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Most Recent NOI                                    P70 -  If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Most Recent Debt Service Amount                    P71 -  If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Most Recent DSCR (NOI)                             P72 - If Multiple properties populate using the "DSCR Indicator Legend" rule.
                                                      Most Recent Debt Service Coverage Ratio using NOI
Most Recent Physical Occupancy                     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
</TABLE>


                                      U-2
<PAGE>
<TABLE>
<CAPTION>
                                                   FIELD                 FORMAT
     FIELD NAME                                    NUMBER     TYPE       EXAMPLE

<S>                                                <C>      <C>         <C>
Most Recent Financial As of Start Date               72        AN       YYYYMMDD
Most Recent Financial As of End Date                 73        AN       YYYYMMDD
Most Recent Appraisal Date                           74        AN       YYYYMMDD
Most Recent Appraisal Value                          75     Numeric     100000.00
Workout Strategy Code                                76     Numeric         1
Most Recent Special Servicer Transfer Date           77        AN       YYYYMMDD
Most Recent Master Servicer Return Date              78        AN       YYYYMMDD
Date Asset Expected to Be Resolved or Foreclosed     79        AN       YYYYMMDD

Blank                                                80        AN         Blank
Current Hyper Amortizing Date                        81        AN       YYYYMMDD

Most Recent Financial Indicator                      82        AN        T or Y


Last Setup Change Date                               83        AN       YYYYMMDD
Last Loan Contribution Date                          84        AN       YYYYMMDD
Last Property Contribution Date                      85        AN       YYYYMMDD

Number of Properties                                 86     Numeric       13.00
Preceding Year DSCR Indicator                        87        AN         Text
Second Preceding Year DSCR Indicator                 88        AN         Text
Most Recent  DSCR Indicator                          89        AN         Text
NOI/NCF Indicator                                    90        AN         Text


Date of Assumption                                   91        AN       YYYYMMDD
Preceding Fiscal Year NCF                            92     Numeric      1000.00

Preceding Fiscal Year DSCR (NCF)                     93     Numeric       2.55

Second Preceding Fiscal Year NCF                     94     Numeric      1000.00

Second Preceding Fiscal Year DSCR (NCF)              95     Numeric       2.55

Most Recent NCF                                      96     Numeric      1000.00

Most Recent DSCR (NCF)                               97     Numeric      1000.00

Defeasance Status                                    98        AN         Text
ARA Amount                                           99     Numeric      1000.00

ARA Date                                             100       AN       YYYYMMDD
Credit Tenant Lease                                  101       AN           Y
</TABLE>



<TABLE>
<CAPTION>
     FIELD NAME                                       DESCRIPTION/COMMENTS

<S>                                                <C>

Most Recent Financial As of Start Date             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               P74 - If Multiple properties and all the same then print the date, if missing
                                                      any then leave empty
Most Recent Appraisal Date                         P24 - If Multiple properties and all the same then print the date, if missing
                                                      any then leave empty
Most Recent Appraisal Value                        P25 - If Multiple properties then sum the value, if missing any then leave empty
Workout Strategy Code                              See Workout Strategy Codes Legend
Most Recent Special Servicer Transfer Date         Date Transferred To The Special Servicer
Most Recent Master Servicer Return Date            Date Returned To The Master Servicer or Primary Servicer
Date Asset Expected to Be Resolved or Foreclosed   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                                              Left blank on purpose. (Note : was previously Year Renovated.  Use the Property
                                                      File field 15 instead)
Current Hyper Amortizing Date                      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                    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                             S82 - Distribution Date that information changed last in the setup file by loan
Last Loan Contribution Date                        Date the loan was contributed
Last Property Contribution Date                    P67 - Date the latest property or properties were contributed.  For Multiple
                                                      properties print the latest date from the affiliated properties
Number of Properties                               S54 - The Number of Properties Underlying the Mortgage Loan
Preceding Year DSCR Indicator                      Flag used to explain how the DSCR was calculated when there are multiple
                                                      properties.  See DSCR Indicator Legend.
Second Preceding Year DSCR Indicator               Flag used to explain how the DSCR was calculated when there are multiple
                                                      properties.  See DSCR Indicator Legend.
Most Recent  DSCR Indicator                        Flag used to explain how the DSCR was calculated when there are multiple
                                                      properties.  See DSCR Indicator Legend.
NOI/NCF Indicator                                  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                                 Date the loan last assumed by a new borrower- empty if never assumed
Preceding Fiscal Year NCF                          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)                   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                   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)            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                                    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)                             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                                  See Defeasance Status Legend
ARA Amount                                         Appraisal Reduction Amount - Excess of the principal balance over the defined
                                                      appraisal % or as defined in the trust documents
ARA Date                                           Date of appraisal used to calculate ARA
Credit Tenant Lease                                S87 - Y=Yes,  N=No
</TABLE>



                                      U-3
<PAGE>
<TABLE>
<CAPTION>
       WORKOUT STRATEGY CODE LEGEND

<S>    <C>
 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
</TABLE>


<TABLE>
<CAPTION>
        LIQUIDATION/PREPAYMENT CODE
                  LEGEND
<S>     <C>
 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
</TABLE>


<TABLE>
<CAPTION>
         DEFEASANCE STATUS
              LEGEND
<S>     <C>
P       Partial Defeasance
F       Full Defeasance
N       No Defeasance Occurred
X       Defeasance not Allowable
</TABLE>


<TABLE>
<CAPTION>
              STATUS OF MORTGAGE LOAN
                    LEGEND
<S>     <C>
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
</TABLE>



<TABLE>
<CAPTION>
MODIFICATION CODE
    LEGEND
<S>                 <C>
      1             Maturity Date Extension
      2             Amortization Change
      3             Principal Write-Off
      4             Combination
</TABLE>



<TABLE>
<CAPTION>
DSCR INDICATOR
    LEGEND
<S>                 <C>
      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

</TABLE>



<TABLE>
<CAPTION>
                                NOI/NCF INDICATOR
                                     LEGEND
<S>                 <C>
CMSA                Calculated using CMSA standard
 PSA                Calculated using a definition given in the PSA
 U/W                Calculated using the underwriting method
</TABLE>





                                      U-4
<PAGE>
                                  EXHIBIT V-1

               FORM OF CERTIFICATEHOLDER CONFIRMATION CERTIFICATE

                          REQUEST BY BENEFICIAL HOLDER

                                                                          [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)-
      First Union Commercial Mortgage Securities, Inc., Series 2001-C4

      Re:  First Union National Bank Commercial Mortgage Trust,
           Commercial Mortgage Pass-Through Certificates, Series 2001-C4

         In accordance with Section 3.15 of the Pooling and Servicing Agreement
dated as of December 1, 2001 (the "Pooling and Servicing Agreement"), 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 (the
"Trustee"), with respect to the First Union National Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C4 (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.


                                     V-1-1
<PAGE>
         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:
                                               ---------------------------------
                                         Date:
                                              ----------------------------------


                                     V-1-2
<PAGE>
                                   EXHIBIT V-2

                     FORM PROSPECTIVE PURCHASER 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)-
       First Union Commercial Mortgage Securities, Inc., Series 2001-C4

       Re:  First Union National Bank Commercial Mortgage Trust
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C4   (the "Certificates")

         In accordance with Section 3.15 of the Pooling and Servicing Agreement,
dated as of December 1, 2001 (the "Pooling and Servicing Agreement"), 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 (the
"Trustee"), with respect to the First Union National Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C4 (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.

         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



                                     V-2-1
<PAGE>
         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:
                                                   -----------------------------



                                     V-2-2

<PAGE>
                                    EXHIBIT W

                          FORM OF CMSA BOND FILE REPORT

                                      CSSA

                             Bond Level File Layout
               Bond Level Only - Reflects Distribution Statements

                             Version 1.0 (12/31/98)

<TABLE>
<CAPTION>
                                                                       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
Cumulative Prepayment Penalty/Premium Allocation    29    Numeric       1000.00   Total Amount Of Prepayment Penalties Allocated To
                                                                                  Date
Cumulative Yield 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 - Original Rating                             36      AN              AAA   The Original Rating Of The Class By Fitch
</TABLE>

                                      W-1
<PAGE>
<TABLE>
<CAPTION>
                                                                       FORMAT
                   FIELD NAME                        #     TYPE        EXAMPLE                 DESCRIPTION/COMMENTS
                   ----------                        -     ----        -------                 --------------------
<S>                                                 <C>   <C>        <C>          <C>
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     44      AN         YYYYMMDD   The Date On Which The Most Recent Rating Was
  Agency                                                                          Provided To The Trustee By Standard & Poors
</TABLE>


                                      W-2
<PAGE>
                                    EXHIBIT X

                      FORM OF CMSA COLLATERAL SUMMARY FILE

                                      CSSA

                         Collateral Summary File Layout
         Collateral Level Summary - Summarizes CSSA 100.1 Periodic File
                             Version 1.0 (12/31/98)

<TABLE>
<CAPTION>
                                           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 - overides 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
</TABLE>


                                      X-1
<PAGE>
<TABLE>
<CAPTION>
                                           PERIODIC
                                             FIELD                   FORMAT
             FIELD NAME                   REFERENCE #   #   TYPE     EXAMPLE                   DESCRIPTION/COMMENTS
             ----------                   -----------   -   ----     -------                   --------------------
<S>                                       <C>          <C>  <C>      <C>         <C>
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>


                                      X-2
<PAGE>
                                    EXHIBIT Y

                           FORM OF CMSA FINANCIAL FILE

                                  ATTACHMENT A:
                   CMSA FINANCIAL FILE - CATEGORY CODE MATRIX

<TABLE>
<CAPTION>
                                                                                    PROPERTY TYPE
                                                                  --------------------------------------------------
             CODE/                                                                MULTI-       HEALTH
           SORT ORDER              DESCRIPTION                    COMMERCIAL      FAMILY        CARE         LODGING
           ----------              -----------                    ----------      ------        ----         -------
<S>        <C>              <C>                                   <C>             <C>          <C>           <C>
INCOME
           010GROSRNT       Gross Potential Rent                      **             *            *
           020VACANCY       Less: Vacancy/Collection Loss             *              *            *
           030BASERNT       Base Rent                                 *              *
           040EXPREMB       Expense Reimbursement                     *
           050PCTRENT       Percentage Rent                           *
           060ROOMREV       Room Revenue                                                                        *
           070FOODBEV       Food & Beverage Revenues                                                            *
           080PHONE         Telephone Revenue                                                                   *
           090OTHDREV       Other Departmental Revenue                                                          *
           100PVTPAY        Private Pay                                                           *
           110MEDCARE       Medicare/Medicaid                                                     *
           120NURSING       Nursing/Medical Income                                                *
           130MEALS         Meals Income                                                          *
           140LAUNDRY       Laundry/Vending Income                                   *
           150PARKING       Parking Income                            *              *
           160OTHERIN       Other Income                              *              *            *             *

EXPENSES
           270ROOMS         Room (Department)                                                                   *
           280FOODBEV       Food & Beverage (Departmental)                                                      *
           290PHONE         Telephone Expenses (Departmental)                                                   *
           300OTHDEPT       Other Dept. Expenses                                                                *
           310RETAXES       Real Estate Taxes                         *              *            *             *
           320PROPINS       Property Insurance                        *              *            *             *
           330UTILITI       Utilities                                 *              *            *             *
           340REPAIRS       Repairs and Maintenance                   *              *            *             *
           350JANITOR       Janitorial                                *
           360FRANCHI       Franchise Fee                                                                       *
           370MANAGEM       Management Fees                           *              *            *             *
           380PAYROLL       Payroll & Benefits                        *              *            *             *
           390MARKETI       Advertising & Marketing                   *              *            *             *
           400PROFESS       Professional Fees                         *              *            *             *
           410GENERAL       General and Administrative                *              *            *             *
           420ROOMS         Room Expense - Housekeeping                                           *
           430MEALS         Meal expense                                                          *
           440OTHEREX       Other Expenses                                           *            *             *
           450GROUNDR       Ground Rent                               *              *            *             *

RESRV &
  CAPEX
           490LEASING       Leasing Commissions                       *
           500TENANTI       Tenant Improvements                       *
           510CAPEX         Capital Expenditures                      *              *            *             *
           520EXCAPEX       Extraordinary Capital Expenditures        *              *            *             *
</TABLE>

<TABLE>
<CAPTION>
              DATA TYPES
              ----------
<S>                         <C>
                 YTD        Current Year - Year to Date
                  AN        Annual (prior 12 months' data)...fiscal year - audited)
                  TR        Trailing 12 months' data
                  UB        Underwriting Base Line
</TABLE>

<TABLE>
<CAPTION>
                            STATEMENT TYPES
                            ---------------
<S>                         <C>
                 BOR        Borrower's Statement (as submitted)
                 ADJ        Adjustments to Borrower's Statement
                 NOR        Normalized Statement (to CMSA format)
</TABLE>


                                      Y-1
<PAGE>
                                  ATTACHMENT B:

                       CMSA FINANCIAL FILE SPECIFICATIONS


<TABLE>
<CAPTION>
                                   RECORD LAYOUT
                                   -------------
<S>          <C>                   <C>
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              Financial Statement Ending Date
             Loan #
             Property Seq #
             YYYYMM
             Data Type
             Statement Type
             Category Code
</TABLE>


                      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

<TABLE>
<CAPTION>
                                    BEGIN       ENDING   DATA    STMT
TRANS ID      LOAN #     PROP #     YYYYMM      YYYYMM   TYPE    TYPE    CATEGORY      AMOUNT
--------      ------     ------     ------      ------   ----    ----    --------      ------
<S>          <C>         <C>        <C>         <C>      <C>     <C>    <C>           <C>
 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
</TABLE>


                                      Y-2
<PAGE>
                                    EXHIBIT Z

                          FORM OF CMSA LOAN SETUP FILE

                             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 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
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
</TABLE>

                                      Z-1
<PAGE>
<TABLE>
<CAPTION>
                                             FIELD              FORMAT
          FIELD NAME                         NUMBER   TYPE      EXAMPLE                     DESCRIPTION/COMMENTS
          ----------                         ------   ----      -------                     --------------------
<S>                                          <C>     <C>       <C>          <C>
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
</TABLE>

                                      Z-2
<PAGE>
<TABLE>
<CAPTION>
                                             FIELD              FORMAT
          FIELD NAME                         NUMBER   TYPE      EXAMPLE                     DESCRIPTION/COMMENTS
          ----------                         ------   ----      -------                     --------------------
<S>                                          <C>     <C>      <C>           <C>
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>

                                      Z-3
<PAGE>
               ROUNDING CODE
                  LEGEND
<TABLE>
<S>        <C>
1          Unrounded
2          Nearest Percentage Increment
3          Up To Nearest Percentage Increment
4          Down To Nearest Percentage Increment
</TABLE>


            PROPERTY TYPES CODE
                  LEGEND

<TABLE>
<S>         <C>
MF          Multifamily
RT          Retail
HC          Health Care
IN          Industrial
WH          Warehouse
MH          Mobile Home Park
OF          Office
MU          Mixed Use
LO          Lodging
SS          Self Storage
OT          Other
SE          Securities
</TABLE>



             ARM INDEX CODE
                  LEGEND

<TABLE>
<S>         <C>
A           11 FHLB COFI  (1 Month)
B           11 FHLB COFI  (6 Month)
C           1 Year CMT Weekly Average Treasury
D           3 Year CMT Weekly Average Treasury
E           5 Year CMT Weekly Average Treasury
F           Wall Street Journal Prime Rate
G           1 Month LIBOR
H           3 Month LIBOR
I           6 Month LIBOR
J           National Mortgage Index Rate
            All Others Use Short Text Description
</TABLE>

            PAYMENT TYPE CODE
                  LEGEND

<TABLE>
<S>         <C>
1           Fully Amortizing
2           Amortizing Balloon
3           Interest Only / Balloon
4           Interest Only / Amortizing
5           Interest Only / Amortizing / Balloon
6           Principal Only
7           Hyper-Amortization
9           Other
</TABLE>

<TABLE>
<CAPTION>
DSCR INDICATOR
    LEGEND
    ------
<S>               <C>
      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 1 "rolled up"
                  financial from the borrower
</TABLE>


                                      Z-4
<PAGE>
                                   EXHIBIT AA

                       CLASS IO-II REFERENCE RATE SCHEDULE

<TABLE>
<CAPTION>
                                                                 Interest
  Interest Accrual      Distribution        Class IO-II           Accrual          Distribution        Class IO-II
       Period               Date           Reference Rate         Period               Date          Reference Rate
       ------               ----           --------------         ------               ----          --------------
<S>                     <C>                <C>                   <C>               <C>               <C>
         1                 1/12/02            7.22086%              43               7/12/05            7.22912%
         2                 2/12/02            7.22082%              44               8/12/05            7.35500%
         3                 3/12/02            7.22121%              45               9/12/05            7.35500%
         4                 4/12/02            7.35500%              46               10/12/05           7.22899%
         5                 5/12/02            7.22067%              47               11/12/05           7.35500%
         6                 6/12/02            7.35500%              48               12/12/05           7.23130%
         7                 7/12/02            7.22196%              49               1/12/06            7.23124%
         8                 8/12/02            7.35500%              50               2/12/06            7.23120%
         9                 9/12/02            7.35500%              51               3/12/06            7.23183%
         10               10/12/02            7.22186%              52               4/12/06            7.35500%
         11               11/12/02            7.35500%              53               5/12/06            7.23542%
         12               12/12/02            7.22326%              54               6/12/06            7.35500%
         13                1/12/03            7.22322%              55               7/12/06            7.23976%
         14                2/12/03            7.22319%              56               8/12/06            7.35500%
         15                3/12/03            7.22364%              57               9/12/06            7.35500%
         16                4/12/03            7.35500%              58               10/12/06           7.23761%
         17                5/12/03            7.22305%              59               11/12/06           7.35500%
         18                6/12/03            7.35500%              60               12/12/06           7.24051%
         19                7/12/03            7.22457%              61               1/12/07            7.24046%
         20                8/12/03            7.35500%              62               2/12/07            7.24042%
         21                9/12/03            7.35500%              63               3/12/07            7.24113%
         22               10/12/03            7.22222%              64               4/12/07            7.35500%
         23               11/12/03            7.35500%              65               5/12/07            7.24027%
         24               12/12/03            7.22386%              66               6/12/07            7.35500%
         25                1/12/04            7.35500%              67               7/12/07            7.24345%
         26                2/12/04            7.22378%              68               8/12/07            7.35500%
         27                3/12/04            7.22392%              69               9/12/07            7.35500%
         28                4/12/04            7.35500%              70               10/12/07           7.24333%
         29                5/12/04            7.22364%              71               11/12/07           7.35500%
         30                6/12/04            7.35500%              72               12/12/07           7.24662%
         31                7/12/04            7.22543%              73               1/12/08            7.35500%
         32                8/12/04            7.35500%              74               2/12/08            7.24654%
         33                9/12/04            7.35500%              75               3/12/08            7.24841%
         34               10/12/04            7.22350%              76               4/12/08            7.35500%
         35               11/12/04            7.35500%              77               5/12/08            7.24094%
         36               12/12/04            7.22725%              78               6/12/08            7.35500%
         37                1/12/05            7.22720%              79               7/12/08            7.24534%
         38                2/12/05            7.22716%              80               8/12/08            7.35500%
         39                3/12/05            7.22772%              81               9/12/08            7.35500%
         40                4/12/05            7.35500%              82               10/12/08           7.24585%
         41                5/12/05            7.22700%              83               11/12/08           7.35500%
         42                6/12/05            7.35500%              84               12/12/08           7.25019%
</TABLE>


                                      AA-1
<PAGE>
                                   EXHIBIT BB

                         FORM OF PURCHASE OPTION NOTICE

                         [Letterhead of Master Servicer]



                                                             [Date]



[Option Holder]

                            First Union National Bank
                            Commercial Mortgage Trust

          Commercial Mortgage Pass-Through Certificates, Series 2001-C4

Ladies and Gentlemen:

         You are the holder of an assignable option (the "Purchase Option") to
purchase Mortgage Loan number ____ from the Trust Fund, pursuant to Section 3.18
of the pooling and servicing agreement (the "Pooling and Servicing Agreement")
dated as of December 1, 2001, 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 Wells Fargo Bank Minnesota, N.A.,
as trustee and REMIC administrator. Capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Pooling and Servicing
Agreement.

         This notice is to inform you that the exercise of your Purchase Option
in respect of Mortgage Loan number ___, pursuant to your Purchase Option Notice
dated _________, a copy of which is attached hereto, is effective. Pursuant to
Section 3.18 of the Pooling and Servicing Agreement and your Purchase Option
Notice, closing of [your] [_________'s] acquisition of Mortgage Loan number ___
shall occur within ten (10) Business Days of your receipt of this notice, at the
place and in the manner described below.

         [Describe closing mechanics. Describe documents or instruments required
to be prepared by Option Holder in connection with assignment and release of the
related Mortgage Loan.]

         Upon payment of the Option Price, Mortgage Loan number ___ and the
related Mortgaged Property will be released and the related Mortgage Loan File
will be delivered to [you] [__________] or at [your] [_________'s] direction.

         Drafts of such instruments of transfer or assignment, in each case
without recourse, reasonably necessary to vest in [you] or [________] the
ownership of Mortgage Loan ____, together with [describe other documents or
instruments reasonably required to consummate the purchase] should be delivered
to [____________] for review as soon as is practicable.

         [Provide Master Servicer contact information.]


                                      BB-1
<PAGE>
         Please acknowledge receipt of this letter by signing the enclosed copy
and return it to my attention.

                                     Sincerely,

                                     By:  ______________________________________
                                     Name:______________________________________
                                     Title:_____________________________________


Option Holder's Acknowledgment

By:_________________________________
Name:_______________________________
Title:______________________________
Date:_______________________________



                                      BB-2
<PAGE>
FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST SERIES 2001-C4

ANNEX A-6     PRINCIPAL PAYMENT SCHEDULE FOR GENERAL MOTORS BUILDING (MORTGAGE
              LOAN #1)


<TABLE>
<CAPTION>
              MORTGAGE LOAN NUMBER 1                    MORTGAGE LOAN NUMBER 1
LOAN PAY     GENERAL MOTORS PRINCIPAL     LOAN PAY     GENERAL MOTORS PRINCIPAL
 PERIOD        PAYMENT SCHEDULE ($)        PERIOD         PAYMENT SCHEDULE ($)
 ------        --------------------        ------         --------------------
<S>          <C>                          <C>          <C>
   1                  0.00                   51                   0.00
   2                  0.00                   52                   0.00
   3                  0.00                   53               3,282,231.88
   4                  0.00                   54                   0.00
   5              1,857,564.24               55                   0.00
   6                  0.00                   56                   0.00
   7                  0.00                   57                   0.00
   8                  0.00                   58                   0.00
   9                  0.00                   59               3,524,296.47
   10                 0.00                   60                   0.00
   11             1,994,559.66               61                   0.00
   12                 0.00                   62                   0.00
   13                 0.00                   63                   0.00
   14                 0.00                   64                   0.00
   15                 0.00                   65               3,784,213.34
   16                 0.00                   66                   0.00
   17             2,141,658.38               67                   0.00
   18                 0.00                   68                   0.00
   19                 0.00                   69                   0.00
   20                 0.00                   70                   0.00
   21                 0.00                   71               4,063,299.08
   22                 0.00                   72                   0.00
   23             2,299,605.69               73                   0.00
   24                 0.00                   74                   0.00
   25                 0.00                   75                   0.00
   26                 0.00                   76                   0.00
   27                 0.00                   77               4,362,967.38
   28                 0.00                   78                   0.00
   29             2,469,201.61               79                   0.00
   30                 0.00                   80                   0.00
   31                 0.00                   81                   0.00
   32                 0.00                   82                   0.00
   33                 0.00                   83               4,684,736.23
   34                 0.00                   84                   0.00
   35             2,651,305.23               85                   0.00
   36                 0.00                   86                   0.00
   37                 0.00                   87                   0.00
   38                 0.00                   88                   0.00
   39                 0.00                   89               5,030,235.52
   40                 0.00                   90                   0.00
   41             2,846,838.99               91                   0.00
   42                 0.00                   92                   0.00
   43                 0.00                   93                   0.00
   44                 0.00                   94                   0.00
   45                 0.00                   95               5,401,215.21
   46                 0.00
   47             3,056,793.36
   48                 0.00
   49                 0.00
   50                 0.00
</TABLE>