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                FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.
                                    Depositor

                                       and

                            FIRST UNION NATIONAL BANK
                                 Master Servicer

                                       and

                              LENNAR PARTNERS, INC.
                                Special Servicer

                                       and

                        WELLS FARGO BANK MINNESOTA, N.A.
                                     Trustee

                                       and

                        LASALLE BANK NATIONAL ASSOCIATION
                                  Paying Agent


                         POOLING AND SERVICING AGREEMENT


                           Dated as of August 15, 2001

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

                                  $818,834,218


                  Commercial Mortgage Pass-Through Certificates

                                 Series 2001-C3



================================================================================
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                    ARTICLE I

                                   DEFINITIONS

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


                                   ARTICLE II

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

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


                                   ARTICLE III

                ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01   Administration of the Mortgage Loans........................
SECTION 3.02   Collection of Mortgage Loan Payments........................
SECTION 3.03   Collection of Taxes, Assessments and Similar Items;
                 Servicing Accounts; Reserve Accounts......................
SECTION 3.04   Certificate Account, Interest Reserve Account,
                 Additional Interest Account, Distribution Account and
                 Companion Distribution Account............................
SECTION 3.05   Permitted Withdrawals From the Certificate Account,
                 Interest Reserve Account, the Additional Interest
                 Account and the Distribution Account......................
SECTION 3.06   Investment of Funds in the Servicing Accounts, the
                 Reserve Accounts, the Certificate Account, the
                 Interest Reserve Account, the Distribution Account,
                 the Companion Distribution Account, the Additional
                 Interest Account and the REO Account......................
SECTION 3.07   Maintenance of Insurance Policies; Errors and Omissions
                 and Fidelity Coverage.....................................
SECTION 3.08   Enforcement of Alienation Clauses...........................
SECTION 3.09   Realization Upon Defaulted Mortgage Loans; Required
                 Appraisals................................................
SECTION 3.10   Trustee and Custodian to Cooperate; Release of Mortgage
                 Files.....................................................
SECTION 3.11   Servicing Compensation......................................
SECTION 3.12   Property Inspections; Collection of Financial
                 Statements; Delivery of Certain Reports...................
SECTION 3.13   Annual Statement as to Compliance...........................
SECTION 3.14   Reports by Independent Public Accountants...................
SECTION 3.15   Access to Certain Information...............................
SECTION 3.16   Title to REO Property; REO Account..........................
SECTION 3.17   Management of REO Property..................................
SECTION 3.18   Resolution of Defaulted Mortgage Loans and REO
                 Properties................................................
SECTION 3.19   Additional Obligations of Master Servicer and Special
                 Servicer..................................................
SECTION 3.20   Modifications, Waivers, Amendments and Consents.............
SECTION 3.21   Transfer of Servicing Between Master Servicer and
                 Special Servicer; Record Keeping..........................
SECTION 3.22   Sub-Servicing Agreements....................................
SECTION 3.23   Representations and Warranties of Master Servicer and
                 Special Servicer..........................................
SECTION 3.24   Sub-Servicing Agreement Representation and Warranty.........
SECTION 3.25   Designation of Controlling Class Representative.............
SECTION 3.26   Performance of Borrower Credit Lease Obligations............


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERs

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


                                    ARTICLE V

                                THE CERTIFICATES

SECTION 5.01   The Certificates............................................
SECTION 5.02   Registration of Transfer and Exchange of Certificates.......
SECTION 5.03   Book-Entry Certificates.....................................
SECTION 5.04   Mutilated, Destroyed, Lost or Stolen Certificates...........
SECTION 5.05   Persons Deemed Owners.......................................


                                   ARTICLE VI

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

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


                                   ARTICLE VII

                                     DEFAULT

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


                                  ARTICLE VIII

                 CONCERNING THE TRUSTEE AND THE PAYING AGENT

SECTION 8.01   Duties of Trustee and the Paying Agent......................
SECTION 8.02   Certain Matters Affecting Trustee and the Paying Agent......
SECTION 8.03   Trustee and Paying Agent Not Liable for Validity or
                 Sufficiency of Certificates or Mortgage Loans.............
SECTION 8.04   Trustee or Paying Agent May Own Certificates................
SECTION 8.05   Fees and Expenses of Trustee and the Paying Agent;
                 Indemnification of Trustee and the Paying Agent...........
SECTION 8.06   Eligibility Requirements for Trustee and Paying Agent.......
SECTION 8.07   Resignation and Removal of Trustee and the Paying Agent.....
SECTION 8.08   Successor Trustee or Paying Agent...........................
SECTION 8.09   Merger or Consolidation of Trustee..........................
SECTION 8.10   Appointment of Co-Trustee or Separate Trustee...............
SECTION 8.11   Appointment of Custodians...................................
SECTION 8.12   Appointment of Authenticating Agents........................
SECTION 8.13   Access to Certain Information...............................
SECTION 8.14   Appointment of REMIC Administrators.........................
SECTION 8.15   Representations, Warranties and Covenants of Trustee........
SECTION 8.16   Representations, Warranties and Covenants of the Paying
                 Agent.....................................................
SECTION 8.17   Reports to the Securities and Exchange Commission;
                 Available Information.....................................
SECTION 8.18   Maintenance of Mortgage File................................
SECTION 8.19   Companion Paying Agent......................................
SECTION 8.20   Companion Register..........................................
SECTION 8.21   Co-Lender Agreement.........................................


                                   ARTICLE IX

                                   TERMINATION

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


                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

SECTION 10.01  REMIC Administration........................................
SECTION 10.02  Grantor Trust Administration................................


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

SECTION 11.01  Amendment...................................................
SECTION 11.02  Recordation of Agreement; Counterparts......................
SECTION 11.03  Limitation on Rights of Certificateholders..................
SECTION 11.04  Governing Law...............................................
SECTION 11.05  Notices.....................................................
SECTION 11.06  Severability of Provisions..................................
SECTION 11.07  Grant of a Security Interest................................
SECTION 11.08  Streit Act..................................................
SECTION 11.09  Successors and Assigns; Beneficiaries.......................
SECTION 11.10  Article and Section Headings................................
SECTION 11.11  Notices to Rating Agencies..................................
SECTION 11.12  Complete Agreement..........................................



<PAGE>

<TABLE>
<CAPTION>

                                              EXHIBITS

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

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

Form of Class IO-II Certificate                         A-5                 Section 1.01 Definition of "Class
                                                                            IO-II Certificate"

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

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

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

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

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

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

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

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

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

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

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

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

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

Form of Class P Certificate                            A-19                 Section 1.01 Definition of "Class P
                                                                            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                 C-1                 Section 2.02(a)
Delivery

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                 E                  Section 1.01 Definition of "Net
Ratios                                                                      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)

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"

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"

Initial Companion Holder                                AA                  Section 8.20

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

Form of Purchase Option Notice                          CC                  Section 3.18


</TABLE>


<PAGE>


                         POOLING AND SERVICING AGREEMENT

                   This Pooling and Servicing Agreement (this "Agreement") is
dated and effective as of August 15, 2001, among FIRST UNION COMMERCIAL MORTGAGE
SECURITIES, INC., as Depositor, FIRST UNION NATIONAL BANK, as Master Servicer,
LENNAR PARTNERS, INC., as Special Servicer, WELLS FARGO BANK MINNESOTA, N.A., as
Trustee, and LASALLE BANK NATIONAL ASSOCIATION, as Paying Agent.

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

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

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


                                      Corresponding           Corresponding
Corresponding       Original Class    REMIC I Regular     Components of Class IO
 Certificates     Principal Balance    Interests (1)       Certificates (1)
-------------     -----------------    -------------       ---------------------
Class A-1                $50,000,000         LA-1                  IO-A-1

Class A-2               $139,853,000         LA-2                  IO-A-2

Class A-3               $435,531,000        LA-3-1                IO-A-3-1
                                            LA-3-2                IO-A-3-2

Class B                  $33,777,000          LB                    IO-B

Class C                  $12,283,000          LC                    IO-C

Class D                  $23,541,000          LD                    IO-D

Class E                  $11,259,000          LE                    IO-E

Class F                  $12,283,000          LF                    IO-F

Class G                  $12,282,000          LG                    IO-G

Class H                  $12,283,000          LH                    IO-H

Class J                  $18,423,000          LJ                    IO-J

Class K                  $14,330,000          LK                    IO-K

Class L                   $6,141,000          LL                    IO-L

Class M                   $4,094,000          LM                    IO-M

Class N                   $6,142,000          LN                    IO-N

Class O                   $4,094,000          LO                    IO-O

Class P                  $22,518,217          LP                    IO-P

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

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

                  Three mortgage loans (the "Companion Loans") with an aggregate
original principal amount of $1,916,327 are not part of the Trust Fund but are
secured by corresponding Mortgages that secure related Mortgage Loans (each an
"AB Mortgage Loan" and collectively, the "AB Mortgage Loans") that are part of
the Trust Fund. As and to the extent provided herein, the Companion Loans will
be serviced and administered in accordance with this Agreement. Amounts
attributable to the Companion Loans will not be assets of the Trust Fund, and
will be owned by the Companion Holder.

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


                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01 Defined Terms.

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

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

                  "AB Mortgage Loan": Each Mortgage Loan identified on the
Mortgage Loan Schedule as loan number 97, 103 and 113.

                  "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 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 Paying Agent 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-C3, Additional
Interest Account." The Additional Interest Account shall not be an asset of
REMIC I or REMIC II.

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

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

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

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

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

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

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

                  "Anticipated Repayment Date": For each ARD Loan, the date
specified in the related Mortgage Note after which the Mortgage Rate for such
ARD Loan will increase as specified in the related Mortgage Note (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
ss.225.62 and conducted in accordance with the standards of the American
Appraisal Institute by an Independent Appraiser, which Independent Appraiser
shall be advised to take into account the factors specified in Section 3.09(a),
any available environmental, engineering or other third-party reports, and other
factors that a prudent real estate appraiser would consider.

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

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

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

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

                  "Assignment of Leases": With respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar document or
instrument executed by the Mortgagor in connection with the origination of the
related Mortgage Loan.

                  "Assumed Scheduled Payment": With respect to any Balloon
Mortgage Loan for its Stated Maturity Date (provided that such Mortgage Loan has
not been paid in full and no other Liquidation Event has occurred in respect
thereof on or before such Stated Maturity Date) and for any Due Date thereafter
as of which such Mortgage Loan remains outstanding and part of the Trust Fund,
the Periodic Payment of principal and/or interest deemed to be due in respect
thereof on such Due Date that would have been due in respect of such Mortgage
Loan on such Due Date if the related Mortgagor had been required to continue to
pay principal in accordance with the amortization schedule, if any, and to
accrue interest at the Mortgage Rate, in effect on the Closing Date and without
regard to the occurrence of its Stated Maturity Date. With respect to any REO
Loan, for any Due Date therefor as of which the related REO Property remains
part of the Trust Fund, the Periodic Payment of principal and/or interest deemed
to be due in respect thereof on such Due Date that would have been due in
respect of the predecessor Mortgage Loan on such Due Date had it remained
outstanding (or, if the predecessor Mortgage Loan was a Balloon Mortgage Loan
and such Due Date coincides with or follows what had been its Stated Maturity
Date, the Assumed Scheduled Payment that would have been deemed due in respect
of the predecessor Mortgage Loan on such Due Date had it remained outstanding).

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

                  "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(d), net of (b) the portion of the
amount described in subclauses (a)(i) and (a)(iii) of this definition that
represents one or more of the following: (i) collected Periodic Payments that
are due on a Due Date following the end of the related Collection Period, (ii)
any amounts payable or reimbursable to any Person from the (A) Certificate
Account pursuant to clauses (ii)-(xiv), (xviii) and (xix) of Section 3.05(a) or
(B) the Distribution Account pursuant to clauses (ii) - (vi) of Section 3.05(b),
(iii) Prepayment Premiums and Yield Maintenance Charges, (iv) Additional
Interest, (v) with respect to the Distribution Date occurring in February of
each year and in January of each year that is not a leap year, the Interest
Reserve Amounts with respect to the Interest Reserve Loans to be withdrawn from
the Certificate Account and deposited in the Interest Reserve Account in respect
of such Distribution Date and held for future distribution pursuant to Section
3.04(c) and (vi) any amounts deposited in the Certificate Account or the
Distribution Account in error.

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

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

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

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

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

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

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

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

                  "Business Day": Any day other than a Saturday, a Sunday or a
day on which banking institutions in New York, New York, Chicago, Illinois,
Minneapolis, Minnesota, or the cities in which the Corporate Trust Office of the
Trustee (which as of the Closing Date is Columbia, Maryland) or the offices of
the Master Servicer (which as of the Closing Date is Charlotte, North Carolina)
or the offices of the Paying Agent (which as of the Closing Date is Chicago,
Illinois) 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-C3, 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-C3."

                  "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 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, the Trustee or the Paying Agent 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 or the Paying Agent, 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, Class A-2 and Class A-3
Certificates.

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

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

                  "Class A-3 Certificate": Any one of the Certificates with a
"Class A-3" designation on the face thereof, substantially in the form of
Exhibit A-3 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-6 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-7 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-8 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-9 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-10 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-11 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-12 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-4 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-3-2, IO-B, IO-C, IO-D, IO-E, IO-F and
IO-G) 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-3-2, IO-B, IO-C, IO-D, IO-E, IO-F and IO-G (i) for any
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-5 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-3-2,
Component IO-B, Component IO-C, Component IO-D, Component IO-E, Component IO-F
and Component IO-G.

                  "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 BB.

                  "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
August 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-13 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-14 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-15 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class M Certificate": Any one of the Certificates with a
"Class M" designation on the face thereof, substantially in the form of Exhibit
A-16 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-17 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-18 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-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 REMIC I Residual Interest.

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

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

                  "Class 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": August 21, 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 Paying Agent.

                  "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 Paying Agent.

                  "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 Paying Agent, Master Servicer and the Special
Servicer.

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

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

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

                  "Co-Lender Agreement": With respect to each Loan Pair, the
Co-Lender and Servicing Agreement, dated as of August 15, 2001, between the
Trustee, as lead lender, and First Union National Bank, as co-lender, regarding
the administration of such Loan Pair and the allocation of all amounts received
by the holders of the notes constituting any portion thereof.

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

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

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

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

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

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

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

                   "Component": Each of Component IO-A-1, Component IO-A-2,
Component IO-A-3-1, Component IO-A-3-2, 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 and Component IO-P.

                   "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": 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 as of any date of
determination.

                   "Component IO-A-3-1": 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-3-1 as of any date of
determination.

                   "Component IO-A-3-2": One of the eighteen components of the
Class IO-I Certificates and one of the seven 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-3-2 as of any date of
determination.

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

                   "Component IO-J": One of 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 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, Class A-2 and Class
A-3 Certificates shall be deemed a single Class of Certificates.

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

                   "Corporate Trust Office": The principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at 11000 Broken Land
Parkway, Columbia, Maryland 21044-3562, Attn: Corporate Trust Services (CMBS) --
First Union National Bank Commercial Mortgage Trust, Series 2001-C3.

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

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

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

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

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

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

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

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

                   "Custodian": A Person who is at any time appointed by the
Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,
which Person shall not be the Depositor, a Mortgage Loan Seller or an Affiliate
of the Depositor or a Mortgage Loan Seller. If no such custodian has been
appointed or if such custodian has been so appointed, but the Trustee shall have
terminated such appointment, then the Trustee shall be the Custodian.

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

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

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

                   "Defaulted 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 will
immediately become a Defaulted Mortgage Loan), in either case such delinquency
to be determined without giving effect to any grace period permitted by the
related Mortgage or Mortgage Note and without regard to any acceleration of
payments under the related Mortgage and Mortgage Note, or (iii) as to which the
Master Servicer or Special Servicer has, by written notice to the related
Mortgagor, accelerated the maturity of the indebtedness evidenced by the related
Mortgage Note.

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

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

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

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

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

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

                   "Depository": The Depository Trust Company, or any successor
Depository hereafter named as contemplated by Section 5.03(c). The nominee of
the initial Depository for purposes of registering those Certificates that are
to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended.

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

                   "Determination Date": With respect to any Distribution Date,
the fourth Business Day prior to such Distribution Date.

                   "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 Paying Agent or the Certificate Registrar based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates, other than such Person, to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Residual
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

                   "Distributable Certificate Interest": With respect to any
Class of Regular Certificates for any Distribution Date, the Accrued Certificate
Interest in respect of such Class of Certificates for such Distribution Date,
reduced (other than with respect to the Class IO Certificates)(to not less than
zero) by (i) the product of (a) any Net Aggregate Prepayment Interest Shortfall
for such Distribution Date, multiplied by (b) a fraction, expressed as a
decimal, the numerator of which is the Accrued Certificate Interest in respect
of such Class of Certificates for such Distribution Date, and the denominator of
which is the aggregate Accrued Certificate Interest in respect of all the
Classes of Regular Certificates for such Distribution Date, and (ii) with
respect to each such Class (other than the Class IO Certificates), such Class'
share of any Certificate Deferred Interest allocated to such Class in accordance
with Section 4.04(c).

                   "Distribution Account": The segregated account or accounts
created and maintained by the Paying Agent on behalf of the Trustee pursuant to
Section 3.04(b) which shall be entitled "Wells Fargo Bank Minnesota, N.A., as
Trustee, in trust for the registered holders of First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2001-C3."

                   "Distribution Date": The fifteenth day of any month, or if
such fifteenth day is not a Business Day, the Business Day immediately
succeeding, commencing on September 17, 2001.

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

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

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

                   "Eligible Account": Any of (i) an account maintained with a
federal or state chartered depository institution or trust company, and with
respect to deposits held for 30 days or more in such account the (a) long-term
deposit or unsecured debt obligations of which are rated at least (A) "AA-" by
Fitch (if then rated by Fitch) 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 "F-1+" by Fitch (if then rated by Fitch) and "A-1" by S&P (or, with
respect to any such Rating Agency, such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then assigned to the
Certificates) as evidenced in writing by the applicable Rating Agency at any
time such funds are on deposit therein, or (ii) a segregated trust account or
accounts maintained with a federal or state chartered depository institution or
trust company acting in its fiduciary capacity, which, in the case of a state
chartered depository institution or trust company, is subject to regulations
regarding fiduciary funds on deposit therein substantially similar to 12 CFR ss.
9.10(b), having in either case a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority, or the use of such account would not, in and of itself, cause a
qualification, downgrading or withdrawal of the then-current rating assigned to
any Class of Certificates, as confirmed in writing by each Rating Agency.

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

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

                   "ERISA Restricted Certificate": Any Class J, Class K, Class
L, Class M, Class N, Class O or Class P 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 A-3
Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates, Class G Certificates and Class H
Certificates.

                   "Exemptions": Department of Labor Prohibited Transaction
Exemption ("PTE") 96-22, Final Authorization Number ("FAN") 97-03E and FAN
98-08E, 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 (and, if
applicable, any defaulted Companion Loan) or REO Property (other than a Mortgage
Loan or REO Property, as the case may be, that was purchased by any of the
Mortgage Loan Sellers, pursuant to the First Union Mortgage Loan Purchase
Agreement, the GACC Mortgage Loan Purchase Agreement or the LaSalle Mortgage
Loan Purchase Agreement, as applicable, by the Majority Subordinate
Certificateholder, the Companion Holder or the Special Servicer pursuant to
Section 3.18(c), 3.18(d), 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 August 15, 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.

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

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

                   "GACC": German American Capital Corporation or its successor
in interest.

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

                   "GACC Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of August 15, 2001, between the
Depositor and GACC and relating to the transfer of the GACC Mortgage Loans to
the Depositor.

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

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

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

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

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

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

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

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

                   "Holder": A Certificateholder.

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

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

                   "Independent": When used with respect to any specified
Person, any such Person who (i) is in fact independent of the Depositor, the
Master Servicer, the Special Servicer, the Controlling Class Representative, the
Paying Agent, 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 Paying Agent, 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 Paying Agent, 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
Paying Agent, 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 Paying Agent, the Trustee or any Affiliate thereof, as the
case may be.

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

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

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

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

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

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

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

                   "Interest Accrual Period": With respect to each Class of
Regular Certificates 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-C3".

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

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

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

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

                   "Internet Website": The Internet Websites maintained by the
Paying Agent and, if applicable, the Master Servicer initially located at
"www.etrustee.net" 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.

                   "LaSalle": LaSalle Bank National Association or its successor
in interest, in its capacity as a Mortgage Loan Seller.

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

                   "LaSalle Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of August 15, 2001, among the
Depositor and LaSalle and relating to the transfer of the LaSalle Mortgage Loans
to the Depositor.

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

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

                   "Lease Enhancement Policy Insurer": With respect to any Lease
Enhancement Policy, (i) in the case of loan number 101, Lexington Insurance
Company, and (ii) in the case of loan numbers 40, 89, 100 and 106, Chubb Custom
Insurance Co., together with any assignee, successor or subsequent insurer
thereunder.

                   "Liquidation Event": With respect to any Mortgage Loan, any
of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made with respect to such Mortgage Loan; (iii) such
Mortgage Loan is repurchased by a Mortgage Loan Seller pursuant to the First
Union Mortgage Loan Purchase Agreement, the GACC Mortgage Loan Purchase
Agreement or the LaSalle Mortgage Loan Purchase Agreement, as applicable; or
(iv) such Mortgage Loan is purchased by the Majority Subordinate
Certificateholder, the Companion Holder or the Special Servicer pursuant to
Section 3.18(c), 3.18(d) 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, the Special Servicer or the Majority Subordinate Certificateholder
pursuant to Section 9.01; or (iii) such REO Property is purchased by the
Companion Holder as described in Section 3.18(d).

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

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

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

                   "Majority Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates (other than any Holder which is
an Affiliate of the Depositor or a Mortgage Loan Seller) entitled to greater
than 50% of the Voting Rights allocated to the Controlling Class; provided,
however, that if there is no single Holder of Certificates entitled to greater
than 50% of the Voting Rights allocated to such Class, then the Majority
Subordinate Certificateholder shall be the single Holder of Certificates with
the largest percentage of Voting Rights allocated to such Class. With respect to
determining the Majority Subordinate Certificateholder, the Class A-1
Certificates, the Class A-2 Certificates and the Class A-3 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.

                   "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).

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

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

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

                  (i) the original executed Mortgage Note including any power of
         attorney related to the execution thereof (or a lost note affidavit and
         indemnity with a copy of such Mortgage Note attached thereto), together
         with any and all intervening endorsements thereon, endorsed on its face
         or by allonge attached thereto (without recourse, representation or
         warranty, express or implied) to the order of Wells Fargo Bank
         Minnesota, N.A., as trustee for the registered holders of First Union
         National Bank Commercial Mortgage Trust, Commercial Mortgage
         Pass-Through Certificates, Series 2001-C3, or in blank;

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

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

                  (iv) an original executed assignment, in recordable form, of
         (a) the Mortgage, (b) any related Assignment of Leases (if such item is
         a document separate from the Mortgage) and (c) any other recorded
         document relating to the Mortgage Loan otherwise included in the
         Mortgage File, in favor of Wells Fargo Bank Minnesota, N.A., as trustee
         for the registered holders of First Union National Bank Commercial
         Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
         2001-C3, 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-C3, or in blank;

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

                  (vii) the original or a copy of the policy or certificate of
         lender's title insurance or, if such policy has not been issued or
         located, an original or copy of an irrevocable, binding commitment
         (which may be a marked version of the policy that has been executed by
         an authorized representative of the title company 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-C3, as assignee, or in blank;

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

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

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

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

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

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

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

                        (i)     the Mortgage Loan number;

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

                        (iii)   the Cut-off Date Balance;

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

                        (v)     the original Mortgage Rate;

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

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

                        (viii)  the original and remaining amortization term;

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

                        (x)     the Master Servicing Fee Rate;

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

                        (xii)   the related Mortgage Loan Seller;

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

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

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

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

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

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

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

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

                   "Mortgage Loan Seller": First Union, GACC, LaSalle or their
respective successors in interest.

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

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

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

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

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

                   "Net Aggregate Prepayment Interest Shortfall": With respect
to any Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
voluntary Principal Prepayments on the Mortgage Loans during the related
Collection Period, exceeds (b) the aggregate amount deposited by the Master
Servicer in the Certificate Account for such Distribution Date pursuant to
Section 3.19(a) in connection with such Prepayment Interest Shortfalls on the
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 or any
REO Loan, as of any date of determination, a rate per annum equal to the related
Mortgage Rate minus the sum of the Trustee Fee Rate and the applicable Master
Servicing Fee Rate.

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

                   "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 or, if
applicable, Loan Pair, substantially containing the content described in Exhibit
R attached hereto, presenting the computations made in accordance with the
methodology described in Exhibit R to "normalize" the full year net operating
income and debt service coverage numbers used in the other reports required by
this Agreement and in accordance with the most recent CMSA standards, as such
standards may change from time to time.

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

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

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

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

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

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

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

                   "Opinion of Counsel": A written opinion of counsel (which
counsel may be a salaried counsel for the Depositor, the Master Servicer or the
Special Servicer) acceptable to and delivered to the Paying Agent 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": $818,834,217.

                   "Original Class IO-II Notional Amount": $469,425,000.

                   "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.

                   "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,
                        5.19600% per annum;

                (ii)    the Class A-2 Certificates for any Distribution Date,
                        6.18000% per annum;

                (iii)   the Class A-3 Certificates for any Distribution Date,
                        6.42300% per annum;

                (iv)    the Class B Certificates for any Distribution Date,
                        6.56800% per annum;

                (v)     the Class C Certificates for any Distribution Date,
                        6.63900% per annum;

                (vi)    the Class D Certificates for any Distribution Date,
                        6.72000% per annum;

                (vii)   the Class E Certificates for any Distribution Date,
                        6.82800% per annum;

                (viii)  the Class F Certificates for any Distribution Date, the
                        lesser of (1) 7.20100% per annum and (2) the Weighted
                        Average Net Mortgage Rate for such date;

                (ix)    the Class G Certificates for any Distribution Date, the
                        lesser of (1) 7.29900% per annum and (2) the Weighted
                        Average Net Mortgage Rate for such date;

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

                (xi)    the Class J Certificates for any Distribution Date,
                        6.15500% per annum;

                (xii)   the Class K Certificates for any Distribution Date,
                        6.15500% per annum;

                (xiii)  the Class L Certificates for any Distribution Date,
                        6.15500% per annum;

                (xiv)   the Class M Certificates for any Distribution Date,
                        6.15500% per annum;

                (xv)    the Class N Certificates for any Distribution Date,
                        6.15500% per annum;

                (xvi)   the Class O Certificates for any Distribution Date,
                        6.15500% per annum;

                (xvii)  the Class P Certificates for any Distribution Date,
                        6.15500% per annum;

                (xviii) the Class IO-I Certificates, for the initial
                        Distribution Date, 0.67899% 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 such Components
                        outstanding immediately prior to such Distribution
                        Date); and

                (xix)   the Class IO-II Certificates for the initial
                        Distribution Date, 1.10259% 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).

                   "Paying Agent": LaSalle Bank National Association, in its
capacity as paying agent hereunder, its successors in interest, or any successor
Paying Agent as hereinafter provided.

                   "Paying Agent Fee": The portion of the Trustee Fee payable to
the Paying Agent pursuant to the terms hereof calculated at the Paying Agent Fee
Rate of .0012%.

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

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

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

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

                   "Periodic Payment": With respect to any Mortgage Loan or
Companion Loan as of any Due Date, the scheduled payment of principal and/or
interest on such Mortgage Loan or Companion Loan (exclusive of Additional
Interest), including any Balloon Payment, that is actually payable by the
related Mortgagor from time to time under the terms of the related Mortgage Note
(as such terms may be changed or modified in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or by reason of a
modification, waiver or amendment granted or agreed to by the Special Servicer
pursuant to Section 3.20).

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

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

                  (ii) repurchase obligations with respect to any security
         described in clause (i) above (having original maturities of not more
         than 365 days), provided that the short-term deposit or debt
         obligations, of the party agreeing to repurchase such obligations are
         rated in the highest rating categories of each of S&P and Fitch 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
         Fitch 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 Fitch 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
         Fitch and which are rated "AAAm" or "AAAm G" by S&P (or such lower
         rating as will not result in qualification, downgrading or withdrawal
         of the ratings then assigned to the Certificates, as evidenced in
         writing by the Rating Agencies) and which seeks to maintain a constant
         net asset value. In addition, it may not have a rating from S&P with an
         "r" highlighter and its terms must have a predetermined fixed dollar
         amount of principal due at maturity that cannot vary or change; and

                  (vi) any other obligation or security acceptable to each
         Rating Agency, evidence of which acceptability shall be provided in
         writing by each Rating Agency to the Master Servicer, the Special
         Servicer and the Paying Agent; provided, however, in no event shall
         such other obligation or security be rated less than "AA" or "A-1" or
         "P-1" by Fitch or S&P;

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.

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

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

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

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

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

                   "Prime Rate": The "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such "prime rate" may change from time to
time. If The Wall Street Journal ceases to publish the "prime rate", then the
Master Servicer shall select an equivalent publication that publishes such
"prime rate"; and if such "prime rate" is no longer generally published or is
limited, regulated or administered by a governmental or quasi-governmental body,
then the Master Servicer shall select a comparable interest rate index. In
either case, such selection shall be made by the Master Servicer in its sole
discretion and the Master Servicer shall notify the Paying Agent, 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, 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 or Companion Loan that is received in advance of
its scheduled Due Date; and provided that it shall not include a payment of
principal that is accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment.

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

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

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

                   "Prospectus": The prospectus dated July 27, 2001, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

                   "Prospectus Supplement": The final prospectus supplement
dated August 7, 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 GACC Mortgage Loan Purchase Agreement or
the LaSalle Mortgage Loan Purchase Agreement, as applicable, by the Majority
Subordinate Certificateholder, the Companion Holder or the Special Servicer as
described in Section 3.18(c), 3.18(d) 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; 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 "A" by
Fitch 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
Fitch rating, if not rated by Fitch, 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 "A" by Fitch (or, if not rated by Fitch, then at
least "A" by two other 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 GACC Mortgage Loan Purchase Agreement or the
LaSalle Mortgage Loan Purchase Agreement, as applicable; (viii) have an
Environmental Assessment that indicates no adverse environmental conditions with
respect to the related Mortgaged Property and which will be delivered as a part
of the related Mortgage File; (ix) have an original Debt Service Coverage Ratio
of not less than the original Debt Service Coverage Ratio of the deleted
Mortgage Loan and a current Debt Service Coverage Ratio of not less than the
current Debt Service Coverage Ratio of the deleted Mortgage Loan; (x) be
determined by an Opinion of Counsel (at the applicable Mortgage Loan Seller's
expense) to be a "qualified replacement mortgage" within the meaning of Section
860G(a)(4) of the Code; (xi) not have a maturity date after the date two years
prior to the Rated Final Distribution Date; (xii) not be substituted for a
deleted Mortgage Loan unless the Trustee and the Paying Agent have received
prior confirmation in writing by each Rating Agency that such substitution will
not result in the withdrawal, downgrade, or qualification of the rating assigned
by the Rating Agency to any Class of Certificates then rated by the Rating
Agency (the cost, if any, of obtaining such confirmation to be paid by the
Mortgage Loan Seller); (xiii) have a date of origination that is not more than
12 months prior to the date of substitution; (xiv) have been approved by the
Controlling Class Representative (or, if there is no Controlling Class
Representative then serving, by the Holders of Certificates representing a
majority of the Voting Rights allocated to the Controlling Class), which
approval may not be unreasonably withheld or delayed; and (xv) not be
substituted for a deleted Mortgage Loan if it would result in the termination of
the REMIC status of any of the REMICs established under this Agreement or the
imposition of tax on any of such REMICs other than a tax on income expressly
permitted or contemplated to be received by the terms of this Agreement, as
determined by an Opinion of Counsel (at the applicable Mortgage Loan Seller's
expense). In the event that one or more mortgage loans are substituted for one
or more deleted Mortgage Loans, then the amounts described in clause (i) shall
be determined on the basis of aggregate principal balances and the rates
described in clause (ii) above and the remaining term to stated maturity
referred to in clause (v) above shall be determined on a weighted average basis.
When a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage
Loan, the applicable Mortgage Loan Seller shall certify that the Mortgage Loan
meets all of the requirements of the above definition and shall send such
certification to the Trustee.

                   "Rated Final Distribution Date": The Distribution Date in
August 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 Fitch and S&P.

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

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

                   "Registered Certificate": Any Class A-1, Class A-2, Class
A-3, Class B, Class C, Class D or Class E Certificate.

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

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

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

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

                   "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and proposed, temporary and final Treasury regulations and any
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

                   "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder
with respect to which a separate REMIC election is to be made and, consisting
of: (i) all of the Mortgage Loans 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 Collection Account, the Interest Reserve Account, any REO Account
and, to the extent related to REMIC I, the Distribution Account; (iii) any REO
Property acquired in respect of such a Mortgage Loan; (iv) the rights of the
Depositor under Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17 and 18 of each of
the First Union Mortgage Loan Purchase Agreement, the GACC Mortgage Loan
Purchase Agreement and the LaSalle Mortgage Loan Purchase Agreement with respect
to such Mortgage Loans; and (v) the rights of the mortgagee under all Insurance
Policies with respect to such Mortgage Loans, in each case exclusive of the
interest of the holder of a Companion Loan therein.

                   "REMIC I Principal Balance": The principal amount of any
REMIC I Regular Interest outstanding as of any date of determination. As of the
Closing Date, the REMIC I Principal Balance of each REMIC I Regular Interest
(other than REMIC I Regular Interest L-A-3-1 and L-A-3-2) 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-3-1 and
L-A-3-2 shall be $71,531,000 and $364,000,000, respectively. On each
Distribution Date, the REMIC I Principal Balance of each REMIC I Regular
Interest shall be permanently reduced by all distributions of 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 A-3,
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 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-C3."

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

                   "REO Property": A Mortgaged Property acquired on behalf and
in the name of the Trustee for the benefit of the Certificateholders (subject to
the Co-Lender Agreement with respect to a Mortgaged Property securing a Loan
Pair) through foreclosure, acceptance of a deed-in-lieu of foreclosure or
otherwise in accordance with applicable law in connection with the default or
imminent default of a Mortgage Loan.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                   "Responsible Officer": When used with respect to (i) the
initial Trustee or initial Paying Agent any officer or assistant officer in the
Corporate Trust Services Group or Asset-Backed Securities Trust Services Group
of the initial Trustee or initial Paying Agent, respectively, and (ii) any
successor Trustee or Paying Agent, any officer or assistant officer in the
Corporate Trust Department of the Trustee or Paying Agent, or any other officer
or assistant officer of the Trustee or Paying Agent customarily performing
functions similar to those performed by any of the above designated officers to
whom a particular matter is referred by the Trustee or Paying Agent 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.

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

                   "RVI Policy Insurer": With respect to loan numbers 83, 89,
97, 103 and 113, Financial Structures Limited or its successors and assigns,
with a cut-through endorsement issued by Royal Indemnity Company or its
successors and assigns, and, with respect to loan number 40, RVI Insurance
America Co. or its successors and assigns.

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

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

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

                   "Senior Certificate": Any Class A-1, Class A-2, Class A-3 or
Class IO Certificate.

                   "Sequential Pay Certificates": Any Class A-1, Class A-2,
Class A-3, 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 or Class P 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 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.

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

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

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

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

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

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

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

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

                   "Servicing Standard": With respect to the Master Servicer or
the Special Servicer, as applicable, the servicing and administration of the
Mortgage Loans and Companion Loans for which it is responsible hereunder (a) in
the same manner in which, and with the same care, skill, prudence and diligence
with which, the Master Servicer or the Special Servicer, as the case may be,
generally services and administers similar mortgage loans with similar borrowers
(i) for other third-parties, giving due consideration to customary and usual
standards of practice of prudent institutional commercial mortgage lenders
servicing their own loans or (ii) held in its own portfolio, whichever standard
is higher, (b) with a view to the maximization of the recovery on such Mortgage
Loan on a net present value basis and the best interests of the
Certificateholders and the Trust, and (c) without regard to (i) any relationship
that the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof may have with the related Mortgagor, the Depositor, any
Mortgage Loan Seller or any other party to the transaction; (ii) the ownership
of any Certificate or Companion Loan by the Master Servicer or the Special
Servicer, as the case may be, or by any Affiliate thereof; (iii) the right of
the Master Servicer or the Special Servicer, as the case may be, to receive
compensation or other fees for its services rendered pursuant to this Agreement;
(iv) the obligations of the Master Servicer to make Advances; (v) the ownership,
servicing or management by the Master Servicer or the Special Servicer or any
Affiliate thereof for others of any other mortgage loans or mortgaged property;
(vi) any obligation of the Master Servicer or any Affiliate of the Master
Servicer to repurchase or substitute a Mortgage Loan as a Mortgage Loan Seller;
(vii) any obligation of the Master Servicer or any Affiliate of the Master
Servicer to cure a breach of a representation and warranty with respect to a
Mortgage Loan; and (viii) any debt the Master Servicer or Special Servicer or
any Affiliate of either has extended to any Mortgagor.

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

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

                   "Single Certificate": For purposes of Section 4.02, a
hypothetical Certificate of any Class of Regular Certificates evidencing a
$1,000 denomination.

                   "Special Servicer": Lennar Partners, Inc., or any successor
special servicer appointed as herein provided.

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

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

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

                   (a) the related Mortgagor shall have (i) failed to make when
due any Balloon Payment unless the Master Servicer has, on or prior to the due
date of such Balloon Payment, received written evidence from an institutional
lender of such lender's binding commitment to refinance such Mortgage Loan or
Companion Loan within 60 days after the due date of such Balloon Payment
(provided that if such refinancing does not occur during such time specified in
the commitment, the related Mortgage Loan will immediately become a Specially
Serviced Mortgage Loan), or (ii) failed to make when due any Periodic Payment
(other than a Balloon Payment), and such failure has continued unremedied for 60
days; or

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

                   (c) there shall have occurred a default (other than as
described in clause (a) above) that the Master Servicer shall have determined,
in its good faith and reasonable judgement, materially impairs the value of the
Mortgaged Property as security for the Mortgage Loan and, if applicable,
Companion Loan or otherwise materially adversely affects the interests of
Certificateholders and that continues unremedied 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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                   "Trust Fund": Collectively, (i) all of the assets of 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": .0024% 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.

                   "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.

                   "Underwriter": Each of Deutsche Banc Alex. Brown Inc., First
Union Securities, Inc or ABN AMRO Incorporated or, in each case, its successor
in interest.

                   "United States Person": A citizen or resident of the United
States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of the United States, any State thereof or the District of
Columbia unless in the case of a partnership, Treasury Regulations are adopted
that provide otherwise, an estate whose income is includable in gross income for
United States federal income tax purposes regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States Persons have the
authority to control all substantial decisions of the trust, all within the
meaning of Section 7701(a) (30) of the Code.

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

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

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

                   "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, 100% of the Voting Rights shall be allocated among the
Holders of the Regular Certificates. Ninety-six percent (96%) of the Voting
Rights shall be allocated among the Class A-1, Class A-2, Class A-3, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O and Class P Certificates 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 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 Credit Lease Loans and Mortgage Loans whose
operations results for the first year of operations represent less than seven
months of operating history, (ii) that has a Stated Maturity Date occurring in
the next ninety days, (iii) that is delinquent in respect of its real estate
taxes, (iv) for which any outstanding Advance exists and has been outstanding
for 30 days or more, (v) that has been a Specially Serviced Mortgage Loan in the
past 90 days, (vi) for which the Debt Service Coverage Ratio has decreased by
more than 10% in the prior 12 months and is less than 1.40x, (vii) for which any
lease relating to more than 25% of the rentable area of the related Mortgaged
Property has expired, been terminated, is in default or will expire within the
next three months (without being replaced by one or more tenants or leases),
(viii) that is late in making its Periodic Payment three or more times in the
preceding twelve months, (ix) with material deferred maintenance at the related
Mortgaged Property or (x) that is 30 or more days delinquent; provided that a
Mortgage Loan will not be identified on the Watch List solely because the
related borrower has failed to deliver operating statements, rent rolls or other
financial statements required to be delivered under the Mortgage Loan documents.

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

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

                   "Workout Fee Rate": With respect to each Corrected Mortgage
Loan, 1.0%.

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


                                   ARTICLE II

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

                   SECTION 2.01 Conveyance of Mortgage Loans.

                   (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby assign, sell, transfer, set over and otherwise
convey to the Trustee, in trust, without recourse, for the benefit of the
Certificateholders (and for the benefit of the other parties to this Agreement
as their respective interests may appear) all the right, title and interest of
the Depositor, in, to and under (i) the Mortgage Loans and all documents
included in the related Mortgage Files and Servicing Files, (ii) the rights of
the Depositor under Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17 and 18 of each
of the First Union Mortgage Loan Purchase Agreement, the GACC Mortgage Loan
Purchase Agreement and the LaSalle Mortgage Loan Purchase Agreement and (iii)
all other assets included or to be included in the Trust Fund. Such assignment
includes all interest and principal received or receivable on or with respect to
the Mortgage Loans and due after the Cut-off Date. The transfer of the Mortgage
Loans and the related rights and property accomplished hereby is absolute and,
notwithstanding Section 11.07, is intended by the parties to constitute a sale.

                   (b) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above the Depositor shall direct, and hereby represents and
warrants that it has directed, the Mortgage Loan Sellers pursuant to the First
Union Mortgage Loan Purchase Agreement, the GACC Mortgage Loan Purchase
Agreement and the LaSalle 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 GACC Mortgage Loan Purchase Agreement, the LaSalle
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 GACC
Mortgage Loan Purchase Agreement or the LaSalle Mortgage Loan Purchase
Agreement, as applicable, and Section 2.01(b) shall be deemed to have been
satisfied as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in
the Mortgage File, provided that a photocopy of such non-delivered document or
instrument (certified by the applicable Mortgage Loan Seller to be a true and
complete copy of the original thereof submitted for recording) is delivered to
the Trustee or a Custodian appointed thereby on or before the Closing Date, and
either the original of such non-delivered document or instrument, or a photocopy
thereof, with evidence of recording thereon, is delivered to the Trustee or such
Custodian within 120 days of the Closing Date (or within such longer period
after the Closing Date as the Trustee may consent to, which consent shall not be
unreasonably withheld so long as the applicable Mortgage Loan Seller is, in good
faith, attempting to obtain from the appropriate county recorder's office such
original or photocopy). If the applicable Mortgage Loan Seller cannot deliver,
or cause to be delivered, as to any Mortgage Loan, any of the documents and/or
instruments referred to in clauses (ii), (iii), (vi) (if recorded) and (viii) of
the definition of "Mortgage File," with evidence of recording thereon, for any
other reason, including, without limitation, that such non-delivered document or
instrument has been lost, the delivery requirements of the First Union Mortgage
Loan Purchase Agreement, the GACC Mortgage Loan Purchase Agreement or the
LaSalle 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, GACC Mortgage Loan Purchase Agreement or
LaSalle 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) With respect to the First Union Mortgage Loans, the
Trustee shall, for a fee paid to the Trustee by the Depositor on the Closing
Date as to each First Union Mortgage Loan, promptly (and in any event within 90
days following the later of the Closing Date or the delivery of all assignments
and UCC Financing Statements to the Trustee) cause to be submitted for recording
or filing, as the case may be, in the appropriate public office for real
property records or UCC Financing Statements, as appropriate and to the extent
timely delivered to the Trustee in final, recordable form, each assignment of
Mortgage, assignment of Assignment of Leases and any other recordable documents
(to the extent the Trustee has actual knowledge that such documents are to be
recorded) relating to each such Mortgage Loan, in favor of the Trustee referred
to in clause (iv) of the definition of "Mortgage File" and each UCC-2 and UCC-3
assignment in favor of the Trustee and so delivered to the Trustee and referred
to in clause (viii) of the definition of "Mortgage File." Each such assignment,
UCC-2 and UCC-3 shall reflect that the recorded original should be returned by
the public recording office to the Trustee or its designee following recording,
and each such UCC-2 and UCC-3 assignment shall reflect that the file copy
thereof should be returned to the Trustee or its designee following filing;
provided, that in those instances where the public recording office retains the
original assignment of Mortgage or assignment of Assignment of Leases, the
Trustee shall obtain therefrom a certified copy of the recorded original, at the
expense of the Depositor. If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, the
Trustee shall direct First Union pursuant to the First Union Mortgage Loan
Purchase Agreement, 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.

                   With respect to the LaSalle Mortgage Loans and the GACC
Mortgage Loans, each of LaSalle and GACC is obligated pursuant to the terms of
the LaSalle Mortgage Loan Purchase Agreement or GACC Mortgage Loan Purchase
Agreement, as the case may be, to 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 LaSalle or GACC, as the case may be) 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 LaSalle or GACC, as the case may be, in final,
recordable form, each assignment of Mortgage, assignment of Assignment of Leases
and any other recordable documents (to the extent LaSalle or GACC, as the case
may be, has actual knowledge that such documents are to be recorded) relating to
each such Mortgage Loan, in favor of the Trustee referred to in clause (iv) of
the definition of "Mortgage File" and each UCC-2 and UCC-3 assignment in favor
of the Trustee and so delivered to LaSalle or GACC, as the case may be, and
referred to in clause (viii) of the definition of "Mortgage File." Each such
assignment, UCC-2 and UCC-3 shall reflect that the recorded original should be
returned by the public recording office to LaSalle or GACC, as the case may be,
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 LaSalle or GACC,
as the case may be, 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, LaSalle or GACC, as the case may
be, 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, LaSalle
or GACC, as the case may be, shall promptly prepare or cause to be prepared a
substitute therefor or cure such defect, as the case may be, and thereafter
LaSalle or GACC, as the case may be, shall upon receipt thereof cause the same
to be duly recorded or filed, as appropriate. On a monthly basis, LaSalle or
GACC, as the case may be, shall forward, or cause to be forwarded, to the Master
Servicer a copy, and to the Trustee the original, of the aforementioned recorded
assignments following LaSalle's or GACC'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 GACC Mortgage Loan Purchase
Agreement and the LaSalle 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 GACC Mortgage Loan Purchase Agreement and the LaSalle Mortgage
Loan Purchase Agreement, all in good faith and without notice of any adverse
claim, and declares that it or a Custodian on its behalf holds and will hold
such documents and the other documents received by it that constitute portions
of the Mortgage Files, and that it holds and will hold the Mortgage Loans and
other assets included in the Trust Fund, in trust for the exclusive use and
benefit of all present and future Certificateholders and, with respect to any
original document in the Mortgage File for a Loan Pair, any present or future
Companion Holder. The Trustee hereby certifies to each of the Depositor, the
Master Servicer, the Special Servicer and each Mortgage Loan Seller that except
as identified in the schedule of exceptions, which is attached hereto as Exhibit
C-1 without regard to the proviso in the definition of "Mortgage File", each of
the original executed Mortgage Notes as described in clause (i) of the
definition of Mortgage File are in its possession. In addition, within ninety
(90) days after the Closing Date (and if any exceptions are noted, again every
90 days thereafter until the second anniversary of the Closing Date, and every
180 days thereafter until the fifth anniversary of the Closing Date, and
thereafter upon request by any party hereto, any Mortgage Loan Seller or the
Majority Subordinate Certificateholder, the Trustee or the Custodian on its
behalf will review the Mortgage Files and certify (in a certificate
substantially in the form of Exhibit C-2) to each of the Depositor, the Master
Servicer, the Special Servicer and each Mortgage Loan Seller (with copies to the
Majority Subordinate Certificateholder) that, with respect to each Mortgage Loan
(other than with respect to a Companion Loan) listed in the Mortgage Loan
Schedule, except as specifically identified in the schedule of exceptions
annexed thereto, (i) without regard to the proviso in the definition of
"Mortgage File," all documents specified in clauses (i), (ii), (iv)(a), (v) and
(vii), and to the extent provided in the related Mortgage File and actually
known by a Responsible Officer of the Trustee to be required, clauses (iii),
(iv)(b), (iv)(c), (vi), (viii) and (ix) of the definition of "Mortgage File" are
in its possession, (ii) all documents delivered or caused to be delivered by the
applicable Mortgage Loan Seller constituting the related Mortgage File have been
reviewed by it and appear regular on their face and appear to relate to such
Mortgage Loan, (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule for such
Mortgage Loan with respect to the items specified in clauses (v) and (vi)(c) of
the definition of "Mortgage Loan Schedule" is correct and (iv) solely with
respect to the Companion Loans, all documents specified in clause (xii) of the
definition of Mortgage File are in its possession. Further, with respect to the
documents described in clause (viii) of the definition of Mortgage File, absent
actual knowledge to the contrary or copies of UCC Financing Statements delivered
to the Trustee as part of the Mortgage File indicating otherwise, the Trustee
may assume, for purposes of the certification delivered in this Section 2.02(a),
that the related Mortgage File should include one state level UCC Financing
Statement filing and one local UCC Financing Statement filing for each Mortgaged
Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor), or in the case of jurisdictions that require only a local
UCC Financing Statement filing, that the related Mortgage File should include
one local UCC Financing Statement filing for each Mortgaged Property (or with
respect to any Mortgage Loan that has two or more Mortgagors, for each
Mortgagor).

                   (b) None of the Trustee, the Master Servicer, the Special
Servicer or any Custodian is under any duty or obligation to inspect, review or
examine any of the documents, instruments, certificates or other papers relating
to the Mortgage Loans delivered to it to determine that the same are valid,
legal, effective, genuine, enforceable, in recordable form, sufficient or
appropriate for the represented purpose or that they are other than what they
purport to be on their face.

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

                   (a) If any party hereto discovers or receives notice that any
document or documents constituting a part of a Mortgage File has not been
properly executed, is missing (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 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 GACC Mortgage Loan Purchase Agreement or the LaSalle
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 GACC
Mortgage Loan Purchase Agreement or the LaSalle 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 GACC Mortgage Loan Purchase Agreement or the LaSalle 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
GACC Mortgage Loan Purchase Agreement or the LaSalle Mortgage Loan Purchase
Agreement; provided, however, that if such Document Defect or Breach is capable
of being cured but not within such ninety (90) day period, such Document Defect
or Breach does not relate to the Mortgage Loan not being treated as a "qualified
mortgage" within the meaning of the REMIC Provisions, and the applicable
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of
such Document Defect or Breach within such ninety (90) day period, the
applicable Mortgage Loan Seller shall have an additional ninety (90) days to
complete such cure (or, failing such cure, to repurchase the related Mortgage
Loan); and provided, further, with respect to such additional ninety (90) day
period the applicable Mortgage Loan Seller shall have delivered an Officer's
Certificate to the Trustee setting forth the reasons such Document Defect or
Breach is not capable of being cured within the initial ninety (90) day period
and what actions the applicable Mortgage Loan Seller is pursuing in connection
with the cure thereof and stating that the applicable Mortgage Loan Seller
anticipates such Document Defect or Breach will be cured within the additional
ninety (90) day period; and provided, further, that no Document Defect (other
than with respect to a Mortgage Note, Mortgage, title insurance policy, Ground
Lease or any letter of credit) shall be considered to materially and adversely
affect the interests of the Certificateholders or the value of the related
Mortgage Loan unless the document with respect to which the Document Defect
exists is required in connection with an imminent enforcement of the mortgagee's
rights or remedies under the related Mortgage Loan, defending any claim asserted
by any borrower or third party with respect to the Mortgage Loan, establishing
the validity or priority of any lien on any collateral securing the Mortgage
Loan or for any immediate servicing obligations. For a period of two years from
the Closing Date, so long as there remains any Mortgage File as to which there
is any uncured Document Defect and so long as the applicable Mortgage Loan
Seller shall provide the Officer's Certificate pursuant to Section 3(c) of the
First Union Mortgage Loan Purchase Agreement, the GACC Mortgage Loan Purchase
Agreement or the LaSalle Mortgage Loan Purchase Agreement, the Trustee shall on
a quarterly basis prepare and deliver to the other parties a written report as
to the status of such uncured Document Defects as provided in Section 2.02(a).
If the affected Mortgage Loan is to be repurchased or substituted, the Master
Servicer shall designate the Certificate Account as the account to which funds
in the amount of the Purchase Price or the Substitution Shortfall Amount, as
applicable, are to be wired. Any such repurchase or substitution of a Mortgage
Loan shall be on a whole loan, servicing released basis.

                   (b) In connection with any repurchase or substitution of one
or more Mortgage Loans contemplated by this Section 2.03, upon receipt of a
Request for Release (in the form of Exhibit D-1 attached hereto) of a Servicing
Officer of the Master Servicer certifying as to the receipt of the applicable
Purchase Price(s) in the Certificate Account (in the case of any such
repurchase) or the receipt of the applicable Substitution Shortfall Amount(s) in
the Certificate Account and upon the delivery of the Mortgage File(s) and the
Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to the
Custodian and the Master Servicer, respectively (in the case of any such
substitution), (i) the Trustee shall execute and deliver such endorsements and
assignments as are provided to it, in each case without recourse, representation
or warranty, as shall be necessary to vest in the applicable Mortgage Loan
Seller the legal and beneficial ownership of each repurchased Mortgage Loan or
deleted Mortgage Loan, as applicable, being released pursuant to this Section
2.03, and (ii) the Trustee, the Custodian, the Master Servicer, and the Special
Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery
to each of them of a receipt executed by the applicable Mortgage Loan Seller,
all portions of the Mortgage File and other documents pertaining to each such
Mortgage Loan possessed by it and the Master Servicer and the Special Servicer
shall release to the applicable Mortgage Loan Seller any Escrow Payments and
Reserve Funds held by it in respect of such repurchased 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 related Mortgage Loan Purchase Agreement will provide
that the Mortgage Loan Seller shall deliver the related Mortgage File to the
Trustee and certify that the substitute Mortgage Loan is a Qualified Substitute
Mortgage Loan.

                   (c) No substitution of a Qualified Substitute Mortgage Loan
or Loans may be made in any calendar month after the Determination Date for such
month. Periodic Payments due with respect to any Qualified Substitute Mortgage
Loan after the related date of substitution shall be part of REMIC I. No
substitution of a Qualified Substitute Mortgage Loan for a deleted 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
GACC Mortgage Loan Purchase Agreement and the LaSalle 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 GACC Mortgage
Loan Purchase Agreement and the LaSalle Mortgage Loan Purchase Agreement.

                   SECTION 2.04 Representations and Warranties of Depositor.

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

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

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

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

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

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

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

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

                        (viii) Immediately prior to the transfer of the Mortgage
                Loans to the Trust Fund pursuant to this Agreement, (A) the
                Depositor had good and marketable title to, and was the sole
                owner and holder of, each Mortgage Loan; and (B) the Depositor
                has full right and authority to sell, assign and transfer the
                Mortgage Loans and all servicing rights pertaining thereto.

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

                   (b) The representations and warranties of the Depositor set
forth in Section 2.04(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties.

                   SECTION 2.05 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, 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.

                   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 and Companion Loans that each is
obligated to service and administer pursuant to this Agreement on behalf of the
Trustee, for the benefit of the Certificateholders and in the case of the
Companion Loans, the Companion Holder, in accordance with any and all applicable
laws, the terms of this Agreement (and, with respect to a Loan Pair, the related
Co-Lender Agreement), the terms of the respective Mortgage Loans, and, if
applicable, the Companion Loans and, to the extent consistent with the
foregoing, in accordance with the Servicing Standard. Without limiting the
foregoing, and subject to Section 3.21, (i) the Master Servicer shall service
and administer all Mortgage Loans and the Companion Loans that are not Specially
Serviced Mortgage Loans, and (ii) the Special Servicer shall service and
administer each Specially Serviced Mortgage Loan and REO Property and shall
render such services with respect to all Mortgage Loans, Companion Loans and REO
Properties as are specifically provided for herein; provided, that the Master
Servicer shall continue to receive payments, make all calculations, and prepare,
or cause to be prepared, all reports required hereunder with respect to the
Specially Serviced Mortgage Loans, except for the reports specified herein as
prepared by the Special Servicer, as if no Servicing Transfer Event had occurred
and with respect to the REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred, and to render such incidental services with respect to
such Specially Serviced Mortgage Loans and REO Properties as are specifically
provided for herein; provided, further, however, that the Master Servicer shall
not be liable for its failure to comply with such duties insofar as such failure
results from a failure by the Special Servicer to provide sufficient information
to the Master Servicer to comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. All references
herein to the respective duties of the Master Servicer and the Special Servicer,
and to the areas in which they may exercise discretion, shall be subject to
Section 3.21.

                   (b) Subject to Section 3.01(a) and Section 6.11, the Master
Servicer and the Special Servicer each shall have full power and authority,
acting alone, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, each of the Master Servicer
and the Special Servicer, in its own name, with respect to each of the Mortgage
Loans and Companion Loans it is obligated to service hereunder, is hereby
authorized and empowered by the Trustee and, pursuant to each Co-Lender
Agreement, the Companion Holder to execute and deliver, on behalf of the
Certificateholders, the Companion Holder and the Trustee or any of them, (i) any
and all financing statements, continuation statements and other documents or
instruments necessary to maintain the lien created by any Mortgage or other
security document in the related Mortgage File on the related Mortgaged Property
and related collateral; (ii) in accordance with the Servicing Standard and
subject to Section 3.20 and Section 6.11, any and all modifications, waivers,
amendments or consents to or with respect to any documents contained in the
related Mortgage File; (iii) any and all instruments of satisfaction or
cancellation, or of partial or full release, discharge, or assignment, and all
other comparable instruments; and (iv) pledge agreements and other defeasance
documents in connection with a defeasance contemplated pursuant to Section
3.20(h). Subject to Section 3.10, the Trustee shall, at the written request of
the Master Servicer or the Special Servicer, promptly execute any limited powers
of attorney and other documents furnished by the Master Servicer or the Special
Servicer that are necessary or appropriate to enable them to carry out their
servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held liable for any misuse of any such power of attorney by
the Master Servicer or the Special Servicer.

                   (c) The relationship of each of the Master Servicer and the
Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venture, partner
or agent. Unless the same Person acts as both Master Servicer and Special
Servicer, the Master Servicer shall not be responsible for the actions of or
failure to act by the Special Servicer and the Special Servicer shall not be
responsible for the actions of or the failure to act by the Master Servicer.

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

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

                   SECTION 3.02 Collection of Mortgage Loan Payments.

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

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

                   (c) Within 30 days after the Closing Date, the Master
Servicer shall notify each Lease Enhancement Policy Insurer and RVI Policy
Insurer that (i) both the Master Servicer and the Special Servicer shall be sent
notices under each Lease Enhancement Policy and RVI Policy and (ii) Wells Fargo
Bank Minnesota, N.A., as trustee for the registered holders of the First Union
National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2001-C3, respectively, shall be the loss payee under each
RVI Policy and shall be named the insured party under each Lease Enhancement
Policy. In the event that the Master Servicer has actual knowledge of an Insured
Event under any Lease Enhancement Policy or RVI Policy, the Master Servicer
shall notify the Special Servicer thereof within three Business Days after
learning of such event. With respect to each Lease Enhancement Policy and RVI
Policy, the Master Servicer and the Special Servicer shall each review and
familiarize itself with the terms and conditions relating to enforcement of
claims and shall monitor the dates by which any claim must be made or any action
must be taken under such policy. The Special Servicer shall prepare and file a
"proof of loss" form with the Lease Enhancement Policy Insurer or the RVI Policy
Insurer, as the case may be, within five Business Days after receiving notice or
obtaining actual knowledge of any Insured Event under the related policy and
shall diligently process any claims under such policy in accordance with the
Servicing Standard. The Special Servicer shall abide by the terms and conditions
relating to enforcing claims and monitor the dates by which any claim or action
must be taken (including delivering any notices to the Lease Enhancement Policy
Insurer or RVI Policy Insurer or performing any actions required under each
policy) under each RVI Policy and Lease Enhancement Policy to realize the full
value of such RVI Policy or Lease Enhancement Policy, as applicable, for the
benefit of the Certificateholders. The Special Servicer shall give notice to the
Master Servicer of any claim made under any Lease Enhancement Policy or RVI
Policy and of any Policy Termination Event of which the Master Servicer does not
already have notice.

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

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

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

                   (g) 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 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 and
Companion Loans, establish and maintain one or more accounts (the "Servicing
Accounts"), into which all Escrow Payments shall be deposited and retained, and
shall administer such accounts in accordance with the terms of the Mortgage Loan
documents. Each Servicing Account shall be an Eligible Account. Withdrawals of
amounts so collected from a Servicing Account may be made (to the extent amounts
have been escrowed for such purpose) only to: (i) effect payment of items for
which Escrow Payments were collected and comparable items; (ii) reimburse the
Master Servicer or the Trustee for any unreimbursed Servicing Advances; (iii)
refund to Mortgagors any sums as may be determined to be overages; (iv) pay
interest, if required and as described below, to Mortgagors on balances in the
Servicing Account; (v) pay itself interest and investment income on balances in
the Servicing Account as described in Section 3.06(b), if and to the extent not
required by law or the terms of 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 REMIC I, REMIC II or the Grantor
Trust.

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

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

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

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

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

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

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

                   SECTION 3.04 Certificate Account, Interest Reserve Account,
Additional Interest Account, Distribution Account and Companion Distribution
Account.

                   (a) The Master Servicer shall establish and maintain one or
more accounts (collectively, the "Certificate Account"), held on behalf of the
Trustee in trust for the benefit of the Certificateholders. The Certificate
Account shall be an Eligible Account. The Master Servicer shall deposit or cause
to be deposited in the Certificate Account, within one Business Day of receipt
of available funds (in the case of payments by Mortgagors or other collections
on the Mortgage Loans or Companion Loans) or as otherwise required hereunder,
the following payments and collections received or made by the Master Servicer
or on its behalf subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans or Companion Loans due and payable
on or before the Cut-off Date, which payments shall be delivered promptly to the
applicable Mortgage Loan Seller or its designee, with negotiable instruments
endorsed as necessary and appropriate without recourse), other than amounts
received from Mortgagors which are to be used to purchase defeasance collateral,
or payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:

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

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

                        (iii) all Prepayment Premiums and Yield Maintenance
                Charges;

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

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

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

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

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

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

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

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

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

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

                   (b) The Paying Agent, on behalf of the Trustee for the
benefit of the Certificateholders, shall establish and maintain one or more
trust accounts (collectively, the "Distribution Account") at the office of the
Paying Agent to be held in trust for the benefit of the Certificateholders. The
Companion Paying Agent shall establish and maintain a trust account for
distributions to the Companion Loans (the "Companion Distribution Account") at
the office of the Paying Agent to be held in trust for the benefit of the
Companion Holder. The Distribution Account and the Companion Distribution
Account shall be Eligible Accounts. The Trustee hereby authorizes the Paying
Agent and the Companion Paying Agent to make deposits in and withdrawals from
the Distribution Accounts and the Companion Distribution Account, respectively,
in accordance with the terms of this Agreement. The Master Servicer shall
deliver to the Paying Agent each month on or before 2:00 PM (New York City time)
on the P&I Advance Date therein, for deposit in the Distribution Account, an
aggregate amount of immediately available funds equal to that portion of the
Available Distribution Amount (calculated without regard to clauses (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.

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

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

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

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

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

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

                   (d) Prior to any Collection Period during which Additional
Interest is received, and upon notification from the Master Servicer or Special
Servicer pursuant to Section 3.02(f), the Paying Agent, on behalf of 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 Paying Agent for deposit in the
Additional Interest Account an amount equal to the Additional Interest received
during the applicable Collection Period.

                   Following the distribution of Additional Interest to Class
Z-I and Class Z-II Certificateholders on the first Distribution Date after which
there are no longer any Mortgage Loans outstanding which pursuant to their terms
could pay Additional Interest, the Paying Agent 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 Paying Agent, the Special Servicer and the Rating Agencies of the
location of the Certificate Account as of the Closing Date and of the new
location of the Certificate Account prior to any change thereof. The Paying
Agent shall give written notice to the Trustee, the Master Servicer, the Special
Servicer and the Rating Agencies of any new location of the Distribution Account
prior to any change thereof.

                   SECTION 3.05 Permitted Withdrawals From the Certificate
Account, Interest Reserve Account, the Additional Interest Account and the
Distribution Account.

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

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

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

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

                        (iv) to pay to the Special Servicer earned and unpaid
                Special Servicing Fees in respect of each Specially Serviced
                Mortgage Loan and REO Loan;

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

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

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

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

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

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

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

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

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

                        (xv) to withdraw any Interest Reserve Amount and deposit
                such Interest Reserve Amount into the Interest Reserve Account
                pursuant to Section 3.04(c);

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

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

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

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

                        (xx) to withdraw any amounts deposited in error;

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

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

                   The Master Servicer shall keep and maintain separate
accounting records, on a loan-by-loan and property-by-property basis when
appropriate, in connection with any withdrawal from the Certificate Account
pursuant to clauses (ii)-(xix) above. The Master Servicer shall, to the extent
permitted by the terms of the related Co-Lender Agreement, make claims for
reimbursement from the related Companion Holder in connection with related
Servicing Advances and interest thereon and other related expenses so as to
minimize the total amount of withdrawals on the Certificate Account for such
items. Nothing in the foregoing sentence shall limit the Master Servicer's
rights to be reimbursed for claims relating to the Companion Loans that are
reimburseable claims pursuant to the terms of this Agreement. Notwithstanding
anything in this Section 3.05(a) to the contrary, in no event shall the Master
Servicer withdraw from funds on deposit in the Certificate Account any amount to
be applied to, or to provide reimbursement for, any amounts referenced in this
Section 3.05(a) (other than amounts referenced in clause (xviii)) which relate
to any Companion Loan to the extent the related AB Mortgage Loan has been paid
in full in a prior Collection Period.

                   The Master Servicer shall pay to the Special Servicer (or to
third party contractors at the direction of the Special Servicer), the Trustee
or the Paying Agent from the Certificate Account amounts permitted to be paid to
the Special Servicer (or to such third party contractors), the Trustee or the
Paying Agent 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), the Trustee or the Paying Agent is entitled. The Master
Servicer may rely conclusively on any such certificate and shall have no duty to
re-calculate the amounts stated therein. The Special Servicer shall keep and
maintain separate accounting for each Specially Serviced Mortgage Loan and REO
Property, on a loan-by-loan and property-by-property basis, for the purpose of
justifying any request for withdrawal from the Certificate Account. With respect
to each Mortgage Loan or Companion Loan for which it makes an Advance, the
Trustee shall similarly keep and maintain separate accounting for each Mortgage
Loan, on a loan-by-loan and property-by-property basis, for the purpose of
justifying any request for withdrawal from the Certificate Account for
reimbursements of Advances or interest thereon.

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

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

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

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

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

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

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

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

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

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

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

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

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

                   (a) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Interest
Reserve Account or the Certificate Account (each, for purposes of this Section
3.06, an "Investment Account"), and the Special Servicer may direct in writing
any depository institution maintaining the REO Account (also, for purposes of
this Section 3.06, an "Investment Account"), to invest, or if it is such
depository institution, may itself invest, the funds held therein only in one or
more Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, no later than the Business Day immediately preceding
the next succeeding date on which such funds are required to be withdrawn from
such account pursuant to this Agreement. Funds held in the Distribution Account,
the Additional Interest Account and the Companion Distribution Account shall
remain uninvested. In the event that the Master Servicer shall have failed to
give investment directions for any Servicing Account, any Reserve Account, the
Certificate Account, the Interest Reserve Account (exclusive of any accounts as
are held by the Master Servicer) or the Special Servicer shall have failed to
give investment directions for the REO Account by 11:00 A.M. New York time on
any Business Day on which there may be uninvested cash, such funds held in the
REO Account shall be invested in securities described in clause (i) of the
definition of the term "Permitted Investments"; and such funds held in such
other accounts shall be invested in securities described in clause (v) of such
definition. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Trustee (in its capacity as such). The Master Servicer
(with respect to Permitted Investments of amounts in the Servicing Accounts, the
Reserve Accounts, the Certificate Account or the Interest Reserve Account) and
the Special Servicer (with respect to Permitted Investments of amounts in the
REO Account), on behalf of the Trustee, shall (and the Trustee hereby designates
the Master Servicer and the Special Servicer, as applicable, as the person that
shall) maintain continuous possession of any Permitted Investment that is either
(i) a "certificated security", as such term is defined in the UCC, or (ii) other
property in which a secured party may perfect its security interest by
possession under the UCC or any other applicable law. Possession of any such
Permitted Investment by the Master Servicer or the Special Servicer shall
constitute possession by 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 funds deposited therein, to the extent of the Net Investment
Earnings, if any, for each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). If any loss shall be incurred in respect of
any Permitted Investment on deposit in any Investment Account, the Master
Servicer (in the case of the Servicing Accounts, the Reserve Accounts, the
Interest Reserve Account and the Certificate Account, excluding any accounts
containing amounts invested solely for the benefit of, and at the direction of,
the Mortgagor under the terms of the Mortgage Loan or applicable law) and the
Special Servicer (in the case of the REO Account) shall promptly deposit therein
from its own funds, without right of reimbursement, no later than the end of the
Collection Period during which such loss was incurred, the amount of the Net
Investment Loss, if any, for such Collection Period, provided, that neither the
Master Servicer nor the Special Servicer shall be required to deposit any loss
on an investment of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered
depository institution or trust company that holds such Investment Account, so
long as such depository institution or trust company satisfied the
qualifications set forth in the definition of Eligible Account at the time such
investment was made.

                   (c) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment and the Special Servicer or the Master Servicer fails to
deposit any losses with respect to such Permitted Investment pursuant to Section
3.06(b), the Trustee may and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to not less than 25% of the Voting Rights
allocated to any Class, shall take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings.

                   (d) Notwithstanding the investment of funds held in any
Investment Account, for purposes of the calculations hereunder, including,
without limitation, the calculation of the Available Distribution Amount, the
amounts so invested shall be deemed to remain on deposit in such Investment
Account.

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

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

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

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

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

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

                   SECTION 3.08 Enforcement of Alienation Clauses.

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

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

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

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

                   SECTION 3.09 Realization Upon Defaulted Mortgage Loans;
Required Appraisals.

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

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

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

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

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

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

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

                        (i) the Mortgaged Property is in compliance with
                applicable environmental laws and regulations or, if not, that
                it would maximize the recovery to the Certificateholders on a
                present value basis (the relevant discounting of anticipated
                collections that will be distributable to Certificateholders to
                be performed at the related Net Mortgage Rate) to acquire title
                to or possession of the Mortgaged Property and to take such
                actions as are necessary to bring the Mortgaged Property into
                compliance therewith in all material respects; and

                        (ii) there are no circumstances or conditions present at
                the Mortgaged Property relating to the use, management or
                disposal of Hazardous Materials for which investigation,
                testing, monitoring, containment, clean-up or remediation could
                be required under any applicable environmental laws and
                regulations or, if such circumstances or conditions are present
                for which any such action could reasonably be expected to be
                required, that it would maximize the recovery to the
                Certificateholders on a present value basis (the relevant
                discounting of anticipated collections that will be
                distributable to Certificateholders to be performed at the
                related Net Mortgage Rate) to acquire title to or possession of
                the Mortgaged Property and to take such actions with respect to
                the affected Mortgaged Property.

                   The Special Servicer shall undertake, in good faith,
reasonable efforts to make the determination referred to in the preceding
paragraph and may conclusively rely on the Environmental Assessment referred to
above in making such determination. The cost of any such Environmental
Assessment, as well as the cost of any remedial, corrective or other further
action contemplated by clause (i) and/or clause (ii) of the preceding paragraph
shall be at the expense of the Trust Fund (except with respect to any Companion
Loan and any Environmental Assessment ordered after the related AB Mortgage Loan
has been paid in full); 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 GACC Mortgage Loan Purchase Agreement or the LaSalle 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 Paying Agent, 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
Paying Agent 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 Paying
Agent'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, the Paying Agent and the Trustee monthly
in writing as to any actions taken by the Special Servicer with respect to any
Mortgaged Property that represents security for a Defaulted Mortgage Loan as to
which the environmental testing contemplated in Section 3.09(c) above has
revealed that any of the conditions set forth in clauses (i) and (ii) thereof
has not been satisfied, in each case until the earlier to occur of satisfaction
of all such conditions and release of the lien of the related Mortgage on such
Mortgaged Property.

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

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

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

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

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

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

                   (b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof), the Trustee,
upon request of the Master Servicer and receipt from the Master Servicer of a
Request for Release in the form of Exhibit D-1 attached hereto signed by a
Servicing Officer thereof, or upon request of the Special Servicer and receipt
from the Special Servicer of a Request for Release in the form of Exhibit D-2
attached hereto, shall release, or cause any related Custodian to release, such
Mortgage File (or portion thereof) to the Master Servicer or the Special
Servicer, as the case may be. Upon return of such Mortgage File (or portion
thereof) to the Trustee or related Custodian, or the delivery to the Trustee of
a certificate of a Servicing Officer of the Special Servicer stating that such
Mortgage Loan was liquidated and that all amounts received or to be received in
connection with such liquidation that are required to be deposited into the
Certificate Account pursuant to Section 3.04(a) have been or will be so
deposited, or that such Mortgage Loan has become an REO Property, a copy of the
Request for Release shall be released by the Trustee or related Custodian to the
Master Servicer or the Special Servicer, as applicable.

                   (c) Within seven Business Days (or within such shorter period
(but no less than three Business Days) as execution and delivery can reasonably
be accomplished if the Special Servicer notifies the Trustee of an exigency) of
the Special Servicer's request therefor, the Trustee shall execute and deliver
to the Special Servicer (or the Special Servicer may execute and deliver in the
name of the Trustee based on a limited power of attorney issued in favor of the
Special Servicer pursuant to Section 3.01(b)), in the form supplied to the
Trustee, any court pleadings, requests for trustee's sale or other documents
stated by the Special Servicer to be reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or REO Property or to any
legal action brought to obtain judgment against any Mortgagor on the Mortgage
Note or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity or to defend any legal action or counterclaim
filed against the Trust Fund, the Master Servicer or the Special Servicer.
Together with such documents or pleadings, the Special Servicer shall deliver to
the Trustee a certificate of a Servicing Officer requesting that such pleadings
or documents be executed by the Trustee and certifying as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or
trustee's sale.

                   SECTION 3.11 Servicing Compensation.

                   (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Mortgage Loan (including each Specially Serviced Mortgage Loan) and REO
Loan. No Master Servicing Fee shall be payable with respect to the Companion
Loans. 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 payable monthly, on a loan-by-loan basis, from
payments of interest on each Mortgage Loan and REO Revenues allocable as
interest on each REO Loan. The Master Servicer shall be entitled to recover
unpaid Master Servicing Fees in respect of any Mortgage Loan or REO Loan out of
that portion of related Insurance Proceeds or Liquidation Proceeds allocable as
recoveries of interest, to the extent permitted by Section 3.05(a)(iii). The
right to receive the Master Servicing Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement.

                   (b) Additional servicing compensation in the form of: (i) all
late payment charges, Penalty Interest, modification fees for Mortgage Loan or
Companion Loan modifications made by the Master Servicer pursuant to Section
3.20(i), charges for beneficiary statements or demands, amounts collected for
checks returned for insufficient funds and any similar fees (excluding
Prepayment Premiums or Yield Maintenance Charges), in each case to the extent
actually paid by a Mortgagor with respect to a Mortgage Loan or Companion Loan
and accrued during the time that such Mortgage Loan or Companion Loan was not a
Specially Serviced Mortgage Loan, and (ii) fifty percent (50%) of any assumption
fee to the extent actually paid by a Mortgagor with respect to any Mortgage
Loan, Companion Loan or a Specially Serviced Mortgage Loan, may be retained by
the Master Servicer and are not required to be deposited in the Certificate
Account; provided that the Master Servicer's right to receive late payment
charges and Penalty Interest pursuant to clause (i) above shall be limited to
the portion of such items that have not been applied to pay interest on Advances
as provided in Sections 3.03(d) and 4.03(d). Penalty Interest or late payment
charges in respect of any Mortgage Loan or Companion Loan which has accrued
during the period when the related Mortgage Loan is not a Specially Serviced
Mortgage Loan shall be additional compensation to the Master Servicer even if
collected during the period when the related Mortgage Loan or Companion Loan is
a Specially Serviced Mortgaged Loan. The Master Servicer shall also be entitled
to additional servicing compensation in the form of (i) Prepayment Interest
Excesses; (ii) interest or other income earned on deposits in the Certificate
Account and the Interest Reserve Account, in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to
each such account for each Collection Period), and (iii) to the extent not
required to be paid to any Mortgagor under applicable law or the terms of the
related Mortgage Loan or Companion Loan, any interest or other income earned on
deposits in the Reserve Accounts and Servicing Accounts maintained thereby. The
Master Servicer shall be required to pay out of its own funds all expenses
incurred by it in connection with its servicing activities hereunder (including,
without limitation, payment of any amounts due and owing to any of its
Sub-Servicers and the premiums for any blanket policy insuring against hazard
losses pursuant to Section 3.07(b)), if and to the extent such expenses are not
payable directly out of the Certificate Account, and the Master Servicer shall
not be entitled to reimbursement therefor except as expressly provided in this
Agreement. The Master Servicer shall not waive or agree to any discount of any
portion of assumption fees to which the Special Servicer is entitled.

                   (c) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and each REO Loan. As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue at
the Special Servicing Fee Rate and on the same principal amount respecting which
the related interest payment due on such Specially Serviced Mortgage Loan or
deemed to be due on such REO Loan is computed and calculated on the basis of a
360-day year consisting of twelve 30-day months (or, in the event of a Principal
Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or
REO Loan, on the basis of the actual number of days to elapse from and including
the related Due Date to but excluding the date of such Principal Prepayment or
Liquidation Event in a month consisting of 30 days). The Special Servicing Fee
with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to
accrue as of the date a Liquidation Event occurs in respect thereof or it
becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees
shall be payable monthly out of general collections on the Mortgage Loans,
Companion Loans and any REO Properties on deposit in the Certificate Account
pursuant to Section 3.05(a).

                   As further compensation for its activities hereunder, the
Special Servicer shall be entitled to receive the Workout Fee with respect to
each Corrected Mortgage Loan, so long as such loan remains a Corrected Mortgage
Loan. As to each Corrected Mortgage Loan, the Workout Fee shall be payable out
of, and shall be calculated by application of the Workout Fee Rate to, each
collection of interest (other than Additional Interest and Penalty Interest) and
principal received on such Mortgage Loan or Companion Loan for so long as it
remains a Corrected Mortgage Loan (net of any portion of such collection payable
or reimbursable to the Master Servicer, the Special Servicer, the Paying Agent
or the Trustee for any related unpaid or unreimbursed Master Servicing Fees
and/or Advances) received on such Mortgage Loan or Companion Loan for so long as
it remains a Corrected Mortgage Loan. The Workout Fee with respect to any
Corrected Mortgage Loan will cease to be payable if a Servicing Transfer Event
occurs with respect thereto or if the related Mortgaged Property becomes an REO
Property; provided that a new Workout Fee would become payable if and when such
Mortgage Loan and, if applicable, Companion Loan again became a Corrected
Mortgage Loan. If the Special Servicer is terminated or resigns, 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 Companion Loan (or, in
the case of an REO Loan, in respect of the related REO Property) and allocable
as a recovery of principal, interest and expenses in accordance with Section
3.02(b) or the definition of "REO Loan", as applicable; provided that no
Principal Recovery Fee shall be payable in connection with, or out of (i)
Insurance Proceeds and (ii) Liquidation Proceeds resulting from receipt of
condemnation proceeds or the purchase of any Mortgage Loan or REO Property by a
Mortgage Loan Seller pursuant to the First Union Mortgage Loan Purchase
Agreement, the GACC Mortgage Loan Purchase Agreement or the LaSalle Mortgage
Loan Purchase Agreement, by the Majority Subordinate Certificateholder, the
Companion Holder 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) fifty percent (50%) of any assumption fee to the extent
actually paid by a Mortgagor with respect to any Mortgage Loan, Companion Loan
or Specially Serviced Mortgage Loan, and (iii) modification fees collected on
all Mortgage Loans or Companion Loans (other than modifications made by the
Master Servicer pursuant to Section 3.20(i)), in each case to the extent
actually paid by the related Mortgagor, shall be retained by the Special
Servicer or promptly paid to the Special Servicer by the Master Servicer and
shall not be required to be deposited in the Certificate Account provided that
the Special Servicer's right to receive late payment charges and Penalty
Interest pursuant to clause (i) above shall be limited to the portion of such
items that have not been applied to pay interest on Advances and property
inspection costs in respect of the related Mortgage Loan as provided in Sections
3.03(d), 3.12(a) and 4.03(d). The Special Servicer shall also be entitled to
additional servicing compensation in the form of: (i) interest or other income
earned on deposits in the REO Account, if established, in accordance with
Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any,
with respect to the REO Account for each Collection Period); and (ii) to the
extent not required to be paid to any Mortgagor under applicable law, any
interest or other income earned on deposits in the Servicing Accounts maintained
by the Special Servicer. The Special Servicer shall be required to pay out of
its own funds all general and administrative expenses incurred by it in
connection with its servicing activities hereunder, and the Special Servicer
shall not be entitled to reimbursement therefor except as expressly provided in
Section 3.05(a) if and to the extent such expenses are not payable directly out
of the Certificate Account or the REO Account

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

                   (a) The Special Servicer shall perform or cause to be
performed a physical inspection of a Mortgaged Property as soon as practicable
after a related Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan or
(ii) the related Debt Service Coverage Ratio set forth in the Comparative
Financial Status Report is below 1.0x, provided that such expense shall be
reimbursable first out of Penalty Interest and late payment charges otherwise
payable to the Special Servicer and received in the Collection Period during
which such inspection related expenses were incurred, then as an Additional
Trust Fund Expense (except with respect to any Companion Loan and any inspection
occurring after the related AB Mortgage Loan has been paid in full). 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 and the Paying Agent within 45 days of the related inspection and the
Paying Agent 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 Paying Agent at all times after
Paying Agent's receipt thereof. Upon written request and at the expense of the
requesting party, the Paying Agent 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, the Paying Agent and the Trustee
which shall include an explanation as to the reasons such Mortgage Loan became a
Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing
such Mortgage Loan, a copy of which notice shall be provided by the Trustee to
each Rating Agency and upon request to each Certificateholder and the Depositor.

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

                   (c) Not later than 4:00 p.m. (New York City time) on the
third Business Day after each Determination Date, the Master Servicer shall
deliver or cause to be delivered to the Paying Agent (in electronic format
acceptable to the Master Servicer and the Paying Agent) (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 Paying Agent (in electronic format
acceptable to the Master Servicer and the Paying Agent) 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 Paying Agent 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 Paying Agent 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 Paying Agent
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
Paying Agent pursuant to this Section 3.12, to the extent that such information
is based on reports to be provided by the Special Servicer pursuant to Section
3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be
prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and
this Section 3.12(d), the Master Servicer shall have no obligation to provide
such information or reports until it has received such information or reports
from the Special Servicer and the Master Servicer shall not be in default
hereunder due to a delay in providing the reports required by this Section 3.12
to the extent caused by the Special Servicer's failure to timely provide any
report required under Section 3.12(b) and this Section 3.12(d) of this
Agreement.

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

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

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

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

                   SECTION 3.13 Annual Statement as to Compliance.

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

                   SECTION 3.14 Reports by Independent Public Accountants.

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

                   SECTION 3.15 Access to Certain Information.

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

                   In connection with providing access to or copies of the items
described in the preceding paragraph pursuant to this Section 3.15, or with
respect to the Controlling Class Representative, in connection with providing
access to or copies of any items in accordance with this Agreement, the Paying
Agent or the Master Servicer, as applicable, shall require: (a) in the case of
Certificate Owners and the Controlling Class Representative, a confirmation
executed by the requesting Person substantially in the form of Exhibit V-1
hereto (or such other form as may be reasonably acceptable to the Paying Agent
or the Master Servicer, as applicable) generally to the effect that such Person
is a beneficial holder of Book-Entry Certificates, or a representative of a
beneficial holder of Book-Entry Certificates, and, subject to the last sentence
of this paragraph, will keep such information confidential (except that such
Certificate Owner and the Controlling Class Representative may provide such
information to any other Person that holds or is contemplating the purchase of
any Certificate or interest therein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential); and (b) in the case of a prospective
purchaser of a Certificate or an interest therein, confirmation executed by the
requesting Person substantially in the form of Exhibit V-2 hereto (or such other
form as may be reasonably acceptable to the Paying Agent 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 Paying Agent or
the Master Servicer, as applicable, pursuant to this Section 3.15 that has
previously been made available without a password via the Paying Agent's or the
Master Servicer's, as applicable, Internet Website or has previously been filed
with the Commission, and the Paying Agent 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
Paying Agent'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 Paying Agent, 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 Paying Agent, 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 Paying Agent 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 Paying Agent shall make available each month, on each
Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan Periodic
Update File, the CMSA Loan Setup File, the CMSA Bond File, and the CMSA
Collateral Summary File to any interested party on its Internet Website. The
Paying Agent 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. The Paying
Agent 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 Paying Agent's
Internet Website or the Master Servicer's Internet Website, the Paying Agent 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 Paying Agent, 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 Paying Agent
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 Paying Agent
shall not be liable for the dissemination of information in accordance with this
Section 3.15(c). The Paying Agent makes no representations or warranties as to
the accuracy or completeness of any report, document or other information made
available on the Paying Agent's Website and assumes no responsibility therefor.
In addition, the Paying Agent, the Master Servicer and the Special Servicer may
disclaim responsibility for any information distributed by the Paying Agent, the
Master Servicer or the Special Servicer, respectively, for which it is not the
original source.

                   SECTION 3.16 Title to REO Property; REO Account.

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

                   (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more accounts
(collectively, the "REO Account"), held on behalf of the Trustee in trust for
the benefit of the Certificateholders and, if applicable, the Companion Holder,
as their interests shall appear, for the retention of revenues and other
proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the
REO Account, upon receipt, all REO Revenues, Insurance Proceeds and Liquidation
Proceeds received in respect of an REO Property within 2 Business Days of
receipt. Funds in the REO Account may be invested in Permitted Investments in
accordance with Section 3.06. The Special Servicer shall be entitled to make
withdrawals from the REO Account to pay itself, as additional servicing
compensation in accordance with Section 3.11(d), interest and investment income
earned in respect of amounts held in the REO Account as provided in Section
3.06(b) (but only to the extent of the Net Investment Earnings with respect to
the REO Account for any Collection Period). The Special Servicer shall give
written notice to the Trustee, the Paying Agent and the Master Servicer of the
location of the REO Account when first established and of the new location of
the REO Account prior to any change thereof.

                   (c) The Special Servicer shall withdraw from the REO Account
funds necessary for the proper operation, management, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property (including any monthly reserve or
escrow amounts necessary to accumulate sufficient funds for taxes, insurance and
anticipated capital expenditures (the "Impound Reserve")). On each Determination
Date, the Special Servicer shall withdraw from the REO Account and deposit into
the Certificate Account or deliver to the Master Servicer or such other Person
as may be directed by the Master Servicer (which shall deposit such amounts into
the Certificate Account) the aggregate of all amounts received in respect of
each REO Property during the most recently ended Collection Period, net of any
withdrawals made out of such amounts pursuant to the preceding sentence;
provided that, in addition to the Impound Reserve, the Special Servicer may
retain in the REO Account such portion of proceeds and collections as may be
necessary to maintain a reserve of sufficient funds for the proper operation,
management and maintenance of the related REO Property (including, without
limitation, the creation of a reasonable reserve for repairs, replacements and
other related expenses).

                   (d) The Special Servicer shall keep and maintain separate
records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.16(b)
or (c). The Special Servicer shall provide the Master Servicer any information
with respect to the REO Account as is reasonably requested by the Master
Servicer.

                   SECTION 3.17 Management of REO Property.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                        (iii) except as permitted under Section 3.17(a), any
                such contract shall require, or shall be administered to
                require, that the Independent Contractor, in a timely manner,
                (A) pay all costs and expenses incurred in connection with the
                operation and management of such REO Property, including,
                without limitation, those listed in Section 3.17(b) above, and
                (B) except to the extent that such revenues are derived from any
                services rendered by the Independent Contractor to tenants of
                the REO Property that are not customarily furnished or rendered
                in connection with the rental of real property (within the
                meaning of Section 1.856-4(b)(5) of the Treasury Regulations or
                any successor provision), remit all related revenues collected
                (net of its fees and such costs and expenses) to the Special
                Servicer upon receipt;

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

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

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. No agreement entered into pursuant to this
Section 3.17(c) shall be deemed a Sub-Servicing Agreement for purposes of
Section 3.22.

                   SECTION 3.18 Resolution of Defaulted Mortgage Loans and REO
Properties.

                   (a) The Master Servicer, the Special Servicer or the Trustee
may sell or purchase, or permit the sale or purchase of, a Mortgage Loan or 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) Within 60 days 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 if the Special
Servicer is then in the process of obtaining a new Appraisal with respect to the
related Mortgaged Property, 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. The Special Servicer is
permitted to change, from time to time, its determination of the fair value of a
Defaulted Mortgage Loan based upon changed circumstances, new information or
otherwise, in accordance with the Servicing Standard. The Special Servicer shall
notify the Trustee, the Master Servicer, the Paying Agent, each Rating Agency
and the Majority Subordinate Certificateholder promptly upon its fair value
determination and any adjustment thereto. 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. 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 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. The Special Servicer may conclusively rely on the opinion
and reports of Independent third parties in making such determination.

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

                   (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, the Paying Agent and the Trustee written notice thereof (the "Purchase
Option Notice"), in the form of Exhibit CC, 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, the Trustee shall determine as soon as reasonably practicable (and, in any
event, within thirty (30) days) after the Trustee has received the written
notice, whether the Option Price represents fair value for the Defaulted
Mortgage Loan; provided that, if the Special Servicer is then in the process of
obtaining a new Appraisal with respect to the related Mortgaged Property, then
the Trustee shall make its fair value determination with respect to such
Mortgage Loan as soon as reasonably practicable (but in any event within thirty
(30) days) after the Trustee's receipt of such new Appraisal. Such fair value
determination shall be made in accordance with the Servicing Standard. In
determining the fair value of any Defaulted Mortgage Loan, the Trustee 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. In addition, the
Trustee shall refer to the Servicing Standard and all other relevant information
delivered to it by the Special Servicer or otherwise contained in the Mortgage
Loan File; provided that the Trustee shall take account of any change in
circumstances regarding the related Mortgaged Property known to the Trustee that
has occurred subsequent to, and that would, in the Trustee's reasonable
judgment, materially affect the value of the related Mortgaged Property.
Furthermore, the Trustee shall consider all available objective third-party
information obtained from generally available sources, concerning the market for
distressed real estate loans and the real estate market for the subject property
type in the area where the related Mortgaged Property is located. The Trustee
may rely on the opinion and reports of Independent third parties in making such
determination; provided that the Trustee may rely on the most current Appraisal
obtained for the related Mortgaged Property pursuant to this Agreement. The
reasonable costs of all appraisals, inspection reports and broker opinions of
value, reasonably incurred by the Trustee or any such third party pursuant to
this subsection shall be advanced by the Master Servicer and shall constitute,
and be reimbursable as, Servicing Advances (or if such advance is deemed to be a
Nonrecoverable Advance such costs shall be reimbursable as Additional Trust Fund
Expenses from the Certificate Account pursuant to Section 3.05(a)). The other
parties to this Agreement shall cooperate with all reasonable requests for
information.

                   (g) 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.

                   (h) 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,
the Paying Agent 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.

                   (i) 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 Paying Agent, the Depositor, the Special Servicer, the Master
Servicer, any Mortgage Loan Seller or the Trust. Notwithstanding the foregoing,
nothing herein shall limit the liability of the Master Servicer, the Special
Servicer, the Paying Agent 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, the Paying
Agent 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.

                   (j) 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.

                   (k) 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.

                   (l) The amount paid for a Defaulted Mortgage Loan or related
REO Property purchased under this Agreement shall be deposited into the
Certificate Account, or if applicable, applied in accordance with the related
Co-Lender Agreement. Upon receipt of an Officers' Certificate from the Master
Servicer to the effect that such deposit has been made, the Trustee shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be provided to it and are reasonably necessary to
vest in the purchaser of such Defaulted Mortgage Loan or related REO Property
ownership of the Defaulted Mortgage Loan or REO Property. The Custodian, upon
receipt of a Request for Release, shall release or cause to be released to the
Master Servicer or Special Servicer the related Mortgage File. In connection
with any such purchase, the Special Servicer shall deliver the related Servicing
File to the purchaser of a Defaulted Mortgage Loan or related REO Property.

                   SECTION 3.19 Additional Obligations of Master Servicer and
Special Servicer.

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

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

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

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

                   SECTION 3.20 Modifications, Waivers, Amendments and Consents.

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

                   (b) All modifications, waivers or amendments of any Mortgage
Loan (including, subject to Section 3.20(i), the lease reviews and lease
consents related thereto) shall be in writing and shall be considered and
effected in accordance with the Servicing Standard; provided however, that
neither the Master Servicer nor the Special Servicer, as applicable, shall make
or permit or consent to, as applicable, any modification, waiver or amendment of
any term of any Mortgage Loan not otherwise permitted by this Section 3.20 that
would constitute a "significant modification" of such Mortgage Loan within the
meaning of Treasury Regulations Section 1.860G-2(b).

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

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

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

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

                     (iv) if such Mortgage Loan is equal to or in excess of 5%
         of the then aggregate current principal balances of all Mortgage Loans
         or $20,000,000, permit the transfer or transfers of equity interests in
         the borrower or any equity owner of the borrower that would result, in
         the aggregate during the term of the related Mortgage Loan, in a
         transfer greater than 49% of the total interest in the borrower and/or
         any equity owner of the borrower or a transfer of voting control in the
         borrower 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;

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

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

                   (d) Notwithstanding Section 3.20(c), but subject to the third
paragraph of this Section 3.20(d), and 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 and if such Balloon Loan is an Insured Balloon Loan, that such
extension will not impair the value or enforceability of the related RVI Policy.

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

                   The determination of the Special Servicer contemplated by
clause (B) of the proviso to the first paragraph of this Section 3.20(d) shall
be evidenced by an Officer's Certificate to such effect delivered to the
Trustee, the Paying Agent 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 Paying Agent, the Controlling Class
Representative and the Rating Agencies, in writing, of any material
modification, waiver or amendment of any term of any Mortgage Loan (including
fees charged the Mortgagor) and the date thereof, and shall deliver to the
Custodian for deposit in the related Mortgage File, an original counterpart of
the agreement relating to such modification, waiver or amendment, promptly (and
in any event within ten Business Days) following the execution thereof. Copies
of each agreement whereby any such modification, waiver or amendment of any term
of any Mortgage Loan is effected shall be made available for review upon prior
request during normal business hours at the offices of the Special Servicer
pursuant to Section 3.15(g) hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                   (d) No later than 30 days after a Mortgage Loan and, if
applicable, Companion Loan becomes a Specially Serviced Mortgage Loan, the
Special Servicer shall deliver to each Rating Agency, the Trustee, the Paying
Agent, 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;

                     (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
and the Paying Agent of such rejection and deliver to the Paying Agent a
proposed notice to Certificateholders which shall include a copy of the Asset
Status Report, and the Paying Agent shall send such notice to all
Certificateholders. If the majority of such Certificateholders, as determined by
Voting Rights, fail, within 5 days of the Paying Agent'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 Paying Agent 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, the Paying Agent 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, Paying Agent's or Special
Servicer's responsibilities under this Agreement.

                   SECTION 3.22 Sub-Servicing Agreements.

                   (a) The Master Servicer and the Special Servicer may enter
into Sub-Servicing Agreements to provide for the performance by third parties of
any or all of their respective obligations hereunder, provided that, in each
case, the Sub-Servicing Agreement: (i) is consistent with this Agreement in all
material respects, requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement and includes events of default with
respect to the Sub-Servicer substantially similar to the Events of Default set
forth in Section 7.01(a) hereof (other than Section 7.01(a)(x) and (xi)) to the
extent applicable (modified to apply to the Sub-Servicer instead of the Master
Servicer); (ii) provides that if the Master Servicer or the Special Servicer, as
the case may be, shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of an Event of Default), the Trustee
or its designee may thereupon assume all of the rights and, except to the extent
such obligations arose prior to the date of assumption, obligations of the
Master Servicer or the Special Servicer, as the case may be, under such
agreement or (except with respect only to the Sub-Servicing Agreements in effect
as of the date of this Agreement) may terminate such subservicing agreement
without cause and without payment of any penalty or termination fee (other than
the right of reimbursement and indemnification); (iii) provides that the
Trustee, for the benefit of the Certificateholders, shall be a third party
beneficiary under such agreement, but that (except to the extent the Trustee or
its designee assumes the obligations of the Master Servicer or the Special
Servicer, as the case may be, thereunder as contemplated by the immediately
preceding clause (ii)) none of the Trustee, the Paying Agent, the Trust Fund,
any successor Master Servicer or Special Servicer, as the case may be, or any
Certificateholder shall have any duties under such agreement or any liabilities
arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to
this Agreement to terminate such agreement with respect to such purchased
Mortgage Loan at its option and without penalty, (v) with respect to any
Sub-Servicing Agreement entered into by the Special Servicer, does not permit
the Sub-Servicer to enter into or consent to any modification, waiver or
amendment or otherwise take any action on behalf of the Special Servicer
contemplated by Section 3.20 hereof without the consent of such Special Servicer
or conduct any foreclosure action contemplated by Section 3.09 hereof or sale of
a Mortgage Loan or REO Property contemplated by Section 3.18 hereof, and (vi)
does not permit the Sub-Servicer any direct rights of indemnification that may
be satisfied out of assets of the Trust Fund. In addition, each Sub-Servicing
Agreement entered into by the Master Servicer shall provide that such agreement
shall be subject to Section 3.21 hereof with respect to any Mortgage Loan that
becomes a Specially Serviced Mortgage Loan. The Master Servicer and the Special
Servicer each shall deliver to the Trustee and to each other copies of all
Sub-Servicing Agreements, and any amendments thereto and modifications thereof,
entered into by it promptly upon its execution and delivery of such documents.
References in this Agreement to actions taken or to be taken by the Master
Servicer or the Special Servicer include actions taken or to be taken by a
Sub-Servicer on behalf of the Master Servicer or the Special Servicer, as the
case may be; and, in connection therewith, all amounts advanced by any
Sub-Servicer to satisfy the obligations of the Master Servicer or the Special
Servicer hereunder to make P&I Advances or Servicing Advances shall be deemed to
have been advanced by the Master Servicer or the Special Servicer, as the case
may be, out of its own funds and, accordingly, such P&I Advances or Servicing
Advances shall be recoverable by such Sub-Servicer in the same manner and out of
the same funds as if such Sub-Servicer were the Master Servicer or the Special
Servicer, as the case may be. For so long as they are outstanding, Advances
shall accrue interest in accordance with Sections 3.03(d) and 4.03(d), such
interest to be allocable between the Master Servicer or the Special Servicer, as
the case may be, and such Sub-Servicer as they may agree. For purposes of this
Agreement, the Master Servicer and the Special Servicer each shall be deemed to
have received any payment when a Sub-Servicer retained by it receives such
payment. The Master Servicer and the Special Servicer each shall notify the
other, the Trustee and the Depositor in writing promptly of the appointment by
it of any Sub-Servicer.

                   (b) Each Sub-Servicer shall be authorized to transact
business in the state or states in which the related Mortgaged Properties it is
to service are situated, if and to the extent required by applicable law, and
shall be an approved conventional seller/servicer of mortgage loans for FHLMC or
FNMA or a HUD-Approved Servicer.

                   (c) The Master Servicer and the Special Servicer, for the
benefit of the Trustee and the Certificateholders, shall (at no expense to the
Trustee, the Certificateholders or the Trust Fund) monitor the performance and
enforce the obligations of their respective Sub-Servicers under the related
Sub-Servicing Agreements. Such enforcement, including, without limitation, the
legal prosecution of claims, termination of Sub-Servicing Agreements in
accordance with their respective terms and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Master Servicer or the Special Servicer, as applicable, in its good
faith business judgment, would require were it the owner of the Mortgage Loans.
Subject to the terms of the related Sub-Servicing Agreement, the Master Servicer
and the Special Servicer may each have the right to remove a Sub-Servicer at any
time it considers such removal to be in the best interests of
Certificateholders.

                   (d) In the event of the resignation, removal or other
termination of First Union National Bank or any successor Master Servicer
hereunder for any reason, the Trustee or other Person succeeding such resigning,
removed or terminated party as Master Servicer, shall elect, with respect to any
Sub-Servicing Agreement in effect as of the date of this Agreement: (i) to
assume the rights and obligations of the Master Servicer under such
Sub-Servicing Agreement and continue the sub-servicing arrangements thereunder
on the same terms (including without limitation the obligation to pay the same
sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with such
Sub-Servicer on such terms as the Trustee or other successor Master Servicer and
such Sub-Servicer shall mutually agree (it being understood that such
Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer in which case the existing Sub-Servicing Agreement
shall remain in effect); or (iii) to terminate the Sub-Servicing Agreement if
(but only if) an Event of Default (as defined in such Sub-Servicing Agreement)
has occurred and is continuing, in each case without paying any sub-servicer
termination fee.

                   Each Sub-Servicing Agreement will provide, among other
things, that the Master Servicer and its successors may at its sole option,
terminate any rights the Sub-Servicer may have thereunder with respect to any or
all Mortgage Loans if Fitch (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 Fitch has confirmed in writing that the execution of such
agreement will not result in a qualification, downgrade, or withdrawal of the
then-current ratings on the outstanding Certificates or such Sub-Servicing
Agreement relates to a Mortgage Loan or Mortgage Loans (along with any Mortgage
Loans previously sub-serviced pursuant to this section) that represent less than
25% of the outstanding principal balance of all Specially Serviced Mortgage
Loans. The Special Servicer shall comply with the terms of each such
Sub-Servicing Agreement to the extent the terms thereof are not inconsistent
with the terms of this Agreement and the Special Servicer's obligations
hereunder.

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

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

                     (i) The Master Servicer is a national banking association,
         duly organized under the laws of the United States of America, and the
         Master Servicer is in compliance with the laws of each State in which
         any Mortgaged Property is located to the extent necessary to perform
         its obligations under this Agreement.

                     (ii) The execution and delivery of this Agreement by the
         Master Servicer, and the performance and compliance with the terms of
         this Agreement by the Master Servicer, will not violate the Master
         Servicer's articles of association or by-laws or constitute a default
         (or an event which, with notice or lapse of time, or both, would
         constitute a default) under, or result in the breach of, any material
         agreement or other material instrument to which it is a party or by
         which it is bound.

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

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

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

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

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

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

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

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

                   (b) The Special Servicer, in such capacity, hereby represents
and warrants to the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Paying Agent, 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.

                     (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.

                   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 Paying Agent 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 Paying Agent
that the Controlling Class has changed, the Paying Agent 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 Paying Agent 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 Paying Agent. No appointment of
any Person as a Controlling Class Representative shall be effective until such
Person provides the Paying Agent 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
Paying Agent 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 Paying Agent 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 Paying
Agent 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 Paying Agent 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 Paying Agent shall notify the other
parties to this Agreement of such event. The expenses incurred by the Paying
Agent 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 Paying Agent, the Trustee and to each
Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the
Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled to remove any
existing Controlling Class Representative by giving written notice to the Paying
Agent 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 Paying Agent, 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 Paying Agent, the Master Servicer and the Special Servicer,
whereupon (if the Special Servicer or the Trust Fund are also named parties to
the same action and, in the sole judgment of the Special Servicer, (i) the
Controlling Class Representative had acted in good faith, without negligence or
willful misfeasance with regard to the particular matter, and (ii) there is no
potential for the Special Servicer or the Trust Fund to be an adverse party in
such action as regards the Controlling Class Representative) the Special
Servicer on behalf of the Trust Fund shall, subject to Section 6.03, assume the
defense of any such claim against the Controlling Class Representative. This
provision shall survive the termination of this Agreement and the termination or
resignation of the Controlling Class Representative.

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

                   SECTION 3.26 Performance of Borrower Credit Lease
Obligations.

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

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

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


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

                   SECTION 4.01 Distributions.

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

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

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

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

                     (iv) after the Class Principal Balance of the Class A-1
         Certificates and the Class A-2 Certificates has been reduced to zero,
         to distributions of principal, pro rata, to the Holders of the Class
         A-3 Certificates, in an amount (not to exceed the Class Principal
         Balance of the Class A-3 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 and the Class A-2 Certificates pursuant to clause (ii) and
         clause (iii) above, respectively);

                     (v) to distributions to the Holders of the Class A-1
         Certificates, the Class A-2 Certificates and the Class A-3
         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;

                     (vi) 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;

                     (vii) after the Class Principal Balances of the Class A-1
         Certificates, the Class A-2 Certificates and the Class A-3 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)).

                     (viii) 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;

                     (ix) 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;

                     (x) after the Class Principal Balance of the Class B
         Certificates has been reduced to zero, to distributions of principal to
         the Holders of the Class C Certificates, in an amount (not to exceed
         the Class Principal Balance of the Class C Certificates outstanding
         immediately prior to such Distribution Date) equal to the entire
         Principal Distribution Amount for such Distribution Date (net of any
         portion thereof distributed on such Distribution Date to the Holders of
         any other Class of Certificates pursuant to any prior clause of this
         Section 4.01(a));

                     (xi) 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;

                     (xii) 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;

                     (xiii) 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));

                     (xiv) 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;

                     (xv) 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;

                     (xvi) 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));

                     (xvii) 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;

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

                     (xix) 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));

                     (xx) 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;

                     (xxi) 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;

                     (xxii) 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));

                     (xxiii) 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;

                     (xxiv) 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;

                     (xxv) 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));

                     (xxvi) 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;

                     (xxvii) 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;

                     (xxviii) 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));

                     (xxix) 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;

                     (xxx) 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;

                     (xxxi) 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));

                     (xxxii) 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;

                     (xxxiii) 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;

                     (xxxiv) after the Class Principal Balance of the Class K
         Certificates has been reduced to zero, to distributions of principal to
         the Holders of the Class L Certificates, in an amount (not to exceed
         the Class Principal Balance of the Class L Certificates outstanding
         immediately prior to such Distribution Date) equal to the entire
         Principal Distribution Amount for such Distribution Date (net of any
         portion thereof distributed on such Distribution Date to the Holders of
         any other Class of Certificates pursuant to any prior clause of this
         Section 4.01(a));

                     (xxxv) 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;

                     (xxxvi) 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;

                     (xxxvii) 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));

                     (xxxviii) 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;

                     (xxxix) 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;

                     (xl) 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));

                     (xli) 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;

                     (xlii) 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;

                     (xliii) 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));

                     (xliv) 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;

                     (xlv) 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;

                     (xlvi) 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));

                     (xlvii) 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;

                     (xlviii) 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 Paying Agent shall
withdraw from the Distribution Account any amounts that represent Prepayment
Premiums and/or Yield Maintenance Charges actually collected on the Mortgage
Loans and any REO Loans during the related Collection Period and shall be deemed
to distribute such Prepayment Premiums and/or Yield Maintenance Charges from
REMIC I to REMIC II in respect of REMIC I Regular Interest LA-1 (whether or not
such Class has received all distributions of interest and principal to which it
is entitled), and then shall distribute each such Prepayment Premium and/or
Yield Maintenance Charge, as additional yield, as follows:

                   (i) With respect to Prepayment Premiums collected on the
Mortgage Loans:

                           (A) First, to the Holders of the respective Classes
                  of Regular Certificates (other than any Excluded Class
                  thereof) entitled to distributions of principal pursuant to
                  Section 4.01(a) on the related Distribution Date, up to an
                  amount of Prepayment Premiums equal to the product of (y) the
                  amount of such Prepayment Premiums, multiplied by (z) a
                  fraction, the numerator of which is equal to the amount of
                  principal distributable to such Class of Sequential Pay
                  Certificates on the related Distribution Date, and the
                  denominator of which is the Principal Distribution Amount for
                  the related Distribution Date; and

                           (B) Second, to the Holders of the Class IO-I
                  Certificates, to the extent of any remaining portion of such
                  Prepayment Premiums.

                   (ii) With respect to Yield Maintenance Charges collected on
the Mortgage Loans:

                           (A) First, to the Holders of the respective Classes
                  of Regular Certificates (other than any Excluded Class
                  thereof) entitled to distributions of principal pursuant to
                  Section 4.01(a) on such Distribution Date, up to an amount
                  equal to, and pro rata based on, the Additional Yield Amounts
                  for each such Class of Certificates for such Distribution
                  Date; and

                           (B) Second, to the Holders of the Class IO-I
                  Certificates, to the extent of any remaining portion of such
                  Yield Maintenance Charges.

                   On each Distribution Date, the Paying Agent shall withdraw
from the Additional Interest Account any amounts that represent (A) Additional
Interest actually collected during the related Collection Period on the ARD
Loans and any related REO Loans that are First Union Mortgage Loans and shall
distribute such amounts among the Holders of the Class Z-I Certificates pro rata
in accordance with their respective Percentage Interests of such Class, and (B)
Additional Interest actually collected during the related Collection Period on
the ARD Loans and any related REO Loans that are GACC Mortgage Loans and shall
distribute such amounts among the Holders of the Class Z-II Certificates pro
rata in accordance with their respective Percentage Interests of such Class.

                   (c) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise provided below, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective
Class of record at the close of business on the related Record Date and shall be
made by wire transfer of immediately available funds to the account of any such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Paying Agent with
wiring instructions no less than five Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates), or otherwise by check mailed
to the address of such Certificateholder as it appears in the Certificate
Register. The final distribution on each Certificate (determined, in the case of
a Sequential Pay Certificate, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Certificate, but taking into account possible future
distributions of Additional Interest) will be made in a like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Prior to any termination of the
Trust Fund pursuant to Section 9.01, any distribution that is to be made with
respect to a Certificate in reimbursement of a Realized Loss or Additional Trust
Fund Expense previously allocated thereto, which reimbursement is to occur after
the date on which such Certificate is surrendered as contemplated by the
preceding sentence, will be made by check mailed to the address of the
Certificateholder that surrendered such Certificate as such address last
appeared in the Certificate Register or to any other address of which the Paying
Agent was subsequently notified in writing. If such check is returned to the
Paying Agent, the Paying Agent, directly or through an agent, shall take such
reasonable steps to contact the related Holder and deliver such check as it
shall deem appropriate. Any funds in respect of a check returned to the Paying
Agent shall be set aside by the Paying Agent and held uninvested in trust and
credited to the account of the appropriate Holder. The costs and expenses of
locating the appropriate Holder and holding such funds shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If the Paying Agent has not, after having taken such
reasonable steps, located the related Holder by the second anniversary of the
initial sending of a check, the Paying Agent shall, subject to applicable law,
distribute the unclaimed funds to the Holders of the Class R-II Certificates.

                   (d) Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, as Holder thereof, and the
Depository shall be responsible for crediting the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the related Certificate Owners that it represents and to each
indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall be
responsible for disbursing funds to the related Certificate Owners that it
represents. None of the Trustee, the Paying Agent, the Certificate Registrar,
the Depositor or the Master Servicer shall have any responsibility therefor
except as otherwise provided by this Agreement or applicable law. The Trustee
and the Depositor shall perform their respective obligations under a Letter of
Representations among the Depositor, the Trustee and the Initial Depository
dated as of the Closing Date.

                   (e) The rights of the Certificateholders to receive
distributions from the proceeds of the Trust Fund in respect of the
Certificates, and all rights and interests of the Certificateholders in and to
such distributions, shall be as set forth in this Agreement. Neither the Holders
of any Class of Certificates nor any party hereto shall in any way be
responsible or liable to the Holders of any other Class of Certificates in
respect of amounts properly previously distributed on the Certificates.

                   (f) Except as otherwise provided in Section 9.01, whenever
the Paying Agent receives written notification of or expects that the final
distribution with respect to any Class of Certificates (determined without
regard to any possible future reimbursement of any Realized Loss or Additional
Trust Fund Expense previously allocated to such Class of Certificates) will be
made on the next Distribution Date, the Paying Agent shall, no later than five
days after the related Determination Date, mail to each Holder of record on such
date of such Class of Certificates a notice to the effect that:

                     (i) the Paying Agent expects that the final distribution
         with respect to such Class of Certificates will be made on such
         Distribution Date but only upon presentation and surrender of such
         Certificates at the office of the Certificate Registrar or at such
         other location therein specified, and

                     (ii) no interest shall accrue on such Certificates from and
         after such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(f) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust pursuant to this paragraph. If all of the Certificates shall not
have been surrendered for cancellation by the second anniversary of the delivery
of the second notice, the Paying Agent shall, subject to applicable law,
distribute to the Holders of the Class R-II Certificates all unclaimed funds and
other assets which remain subject thereto.

                   (g) Notwithstanding any other provision of this Agreement,
the Paying Agent shall comply with all federal withholding requirements
respecting payments to Certificateholders of interest or original issue discount
that the Paying Agent reasonably believes are applicable under the Code. The
consent of Certificateholders shall not be required for such withholding. If the
Paying Agent does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Paying Agent shall indicate the amount withheld to
such Certificateholders.

                   (h) All distributions made in respect of any Class of
Sequential Pay Certificates on each Distribution Date pursuant to Section
4.01(a) or Section 9.01 shall be deemed to have first been distributed from
REMIC I to REMIC II in respect of its Corresponding REMIC I Regular Interest set
forth in the Preliminary Statement hereto; provided, however, that distributions
of principal with respect to the Class A-3 Certificates shall be deemed to have
first been distributed from REMIC I to REMIC II in respect of REMIC I Regular
Interest LA-3-1 until its REMIC I Principal Balance is reduced to zero and then
to REMIC I Regular Interest LA-3-2. 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-3 Certificates, such corresponding distribution shall be deemed to
be a distribution with respect to REMIC I Regular Interest L-A-3-1 and REMIC I
Regular Interest L-A-3-2 allocated pro rata based upon their respective REMIC I
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 Paying Agent to the Holders of the Class R-I Certificates.

                   (i) On each Distribution Date, the Companion Paying Agent
(based upon a statement of the Master Servicer to be delivered to the Paying
Agent that specifies the amount required to be deposited in the Companion
Distribution Account and any amounts payable to the Master Servicer from the
Companion Distribution Account pursuant to this Section 4.01(i)) shall make
withdrawals and payments from the Companion Distribution Account for the related
Companion Loans in the following order of priority:

                     (i) to pay the Trustee and the Paying Agent, as applicable,
         or any of their respective directors, officers, employees and agents,
         as the case may be, any amounts payable or reimbursable to any such
         Person pursuant to Section 8.05, to the extent any such amounts relate
         solely to a Loan Pair;

                     (ii) to pay for the cost of the Opinions of Counsel sought
         by the Trustee or the Paying Agent as contemplated by Sections
         9.02(a)(i) and 10.01(h), to the extent any such costs relate to a Loan
         Pair;

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

                     (iv) on each Distribution Date, to pay all amounts
         remaining in the Companion Distribution Account to the Companion
         Holder; and

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

                   All distributions from a Companion Distribution Account
required hereunder shall be made by the Companion Paying Agent to the Companion
Holder by wire transfer in immediately available funds to the account of such
Companion Holder or an agent therefor appearing on the Companion Register on the
related Record Date (or, if no such account so appears or information relating
thereto is not provided at least five Business Days prior to the related Record
Date, by check sent by first-class mail to the address of such Companion Holder
or its agent appearing on the Companion Register). Any such account shall be
located at a commercial bank in the United States.

                   To the extent amounts are payable to or in respect of the
Trust Fund pursuant to Section 4.01(i)(i) or (ii), the Companion Distribution
Account shall be considered an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Companion Holder for federal income
tax purposes, who shall be taxable on all reinvestment income thereon, and who
shall be deemed to have received any amounts reimbursed from the Trust Fund to
the Companion Distribution Account.

                   SECTION 4.02 Statements to Certificateholders; CMSA Loan
Periodic Update File.

                   (a) On each Distribution Date, the Paying Agent 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 Paying Agent) each subsequent Certificate Owner (as
identified to the reasonable satisfaction of the Paying Agent), the Depositor,
the Master Servicer, the Special Servicer, the Companion Holder, the
Underwriters and each Rating Agency, a statement (a "Distribution Date
Statement"), as to the distributions made on such Distribution Date, based on
information provided to it by the Master Servicer and the Special Servicer,
setting forth:

                     (i) the amount of the distribution on such Distribution
         Date to the Holders of each Class of Regular Certificates in reduction
         of the Class Principal Balance thereof;

                     (ii) the amount of the distribution on such Distribution
         Date to the Holders of each Class of Regular Certificates allocable to
         Distributable Certificate Interest;

                     (iii) the amount of the distribution on such Distribution
         Date to the Holders of each Class of Regular Certificates allocable to
         Prepayment Premiums and/or Yield Maintenance Charges;

                     (iv) the amount of the distribution on such Distribution
         Date to the Holders of each Class of Regular Certificates in
         reimbursement of previously allocated Realized Losses and Additional
         Trust Fund Expenses;

                     (v) the Available Distribution Amount for such Distribution
         Date;

                     (vi) (a) the aggregate amount of P&I Advances made in
         respect of such Distribution Date pursuant to Section 4.03(a),
         including, without limitation, any amounts applied pursuant to Section
         4.03(a)(ii), and the aggregate amount of unreimbursed P&I Advances that
         had been outstanding at the close of business on the related
         Determination Date and the aggregate amount of interest accrued and
         payable to the Master Servicer or the Trustee in respect of such
         unreimbursed P&I Advances in accordance with Section 4.03(d) as of the
         close of business on the related Determination Date, (b) the aggregate
         amount of Servicing Advances as of the close of business on the related
         Determination Date and (c) the aggregate amount of all Nonrecoverable
         Advances as of the close of business on the related Determination Date;

                     (vii) the aggregate unpaid principal balance of the
         Mortgage Pool outstanding as of the close of business on the related
         Determination Date;

                     (viii) the aggregate Stated Principal Balance of the
         Mortgage Pool outstanding immediately before and immediately after such
         Distribution Date;

                     (ix) the number, aggregate principal balance, weighted
         average remaining term to maturity and weighted average Mortgage Rate
         of the Mortgage Loans as of the close of business on the related
         Determination Date;

                     (x) the number, aggregate unpaid principal balance (as of
         the close of business on the related Determination Date) and aggregate
         Stated Principal Balance (immediately after such Distribution Date) of
         Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days,
         (C) delinquent more than 89 days, (D) as to which foreclosure
         proceedings have been commenced, and (E) to the actual knowledge of the
         Master Servicer or Special Servicer in bankruptcy proceedings;

                     (xi) as to each Mortgage Loan referred to in the preceding
         clause (x) above, (A) the loan number thereof, (B) the Stated Principal
         Balance thereof immediately following such Distribution Date, and (C) a
         brief description of any executed loan modification;

                     (xii) with respect to any Mortgage Loan as to which a
         Liquidation Event occurred during the related Collection Period (other
         than a payment in full), (A) the loan number thereof, (B) the aggregate
         of all Liquidation Proceeds and other amounts received in connection
         with such Liquidation Event (separately identifying the portion thereof
         allocable to distributions on the Certificates), and (C) the amount of
         any Realized Loss in connection with such Liquidation Event;

                     (xiii) with respect to any REO Property included in the
         Trust Fund as to which a Final Recovery Determination was made during
         the related Collection Period, (A) the loan number of the related
         Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other
         amounts received in connection with such Final Recovery Determination
         (separately identifying the portion thereof allocable to distributions
         on the Certificates), and (C) the amount of any Realized Loss in
         respect of the related REO Loan in connection with such Final Recovery
         Determination;

                     (xiv) the Accrued Certificate Interest and Distributable
         Certificate Interest in respect of each Class of Regular Certificates
         for such Distribution Date;

                     (xv) any unpaid Distributable Certificate Interest in
         respect of each Class of Regular Certificates after giving effect to
         the distributions made on such Distribution Date;

                     (xvi) the Pass-Through Rate for each Class of Regular
         Certificates for such Distribution Date;

                     (xvii) the Principal Distribution Amount for such
         Distribution Date, separately identifying the respective components
         thereof (and, in the case of any Principal Prepayment or other
         unscheduled collection of principal received during the related
         Collection Period, the loan number for the related Mortgage Loan and
         the amount of such prepayment or other collection of principal);

                     (xviii) the aggregate of all Realized Losses incurred
         during the related Collection Period and all Additional Trust Fund
         Expenses incurred during the related Collection Period;

                     (xix) the aggregate of all Realized Losses and Additional
         Trust Fund Expenses that were allocated on such Distribution Date;

                     (xx) the Class Principal Balance of each Class of Regular
         Certificates (other than the Class IO Certificates) and the Component
         Notional Amount of each Component outstanding immediately before and
         immediately after such Distribution Date, separately identifying any
         reduction therein due to the allocation of Realized Losses and
         Additional Trust Fund Expenses on such Distribution Date;

                     (xxi) the Certificate Factor for each Class of Regular
         Certificates immediately following such Distribution Date;

                     (xxii) the aggregate amount of interest on P&I Advances
         paid to the Master Servicer and the Trustee during the related
         Collection Period in accordance with Section 4.03(d);

                     (xxiii) the aggregate amount of interest on Servicing
         Advances paid to the Master Servicer, the Trustee and the Special
         Servicer during the related Collection Period in accordance with
         Section 3.03(d);

                     (xxiv) the aggregate amount of servicing fees paid to the
         Master Servicer and the Special Servicer during the related Collection
         Period; and

                     (xxv) the loan number for each Required Appraisal Loan and
         any related Appraisal Reduction Amount as of the related Determination
         Date;

                     (xxvi) the original and then current credit support levels
         for each Class of Regular Certificates;

                     (xxvii) the original and then current ratings for each
         Class of Regular Certificates;

                     (xxviii) the aggregate amount of Prepayment Premiums and
         Yield Maintenance Charges collected during the related Collection
         Period; and

                     (xxix) the amounts, if any, actually distributed with
         respect to the Class Z-I Certificates, Class Z-II Certificates, Class
         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 Paying Agent 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 Paying Agent and the Master Servicer may, absent
manifest error, conclusively rely on the reports to be provided by the Special
Servicer.

                  The Paying Agent 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 Paying Agent 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 Paying Agent 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
Paying Agent 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 Paying Agent 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 Paying Agent, the Master Servicer nor the
Special Servicer shall have any obligation to verify the accuracy or
completeness of any information provided by a Mortgagor or third party.

                  Within a reasonable period of time after the end of each
calendar year, the Paying Agent 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 Paying Agent 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 LaSalle Bank
National Association, 135 S. LaSalle Street, Suite 1625, Chicago, Illinois
60603, Attention: Asset-Backed Securities Trust Services Group-First Union
National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2001-C3 (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 Paying Agent shall be furnished to any
such Person via overnight courier delivery or telecopy from the Paying Agent;
provided that the cost of such overnight courier delivery or telecopy shall be
an expense of the party requesting such information.

                  The Paying Agent 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 Paying Agent or the Master Servicer to violate any applicable law
prohibiting disclosure of information with respect to any Mortgagor and the
failure of the Paying Agent, 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 Paying Agent, the Depositor, the Special Servicer and the
Underwriters, by electronic transmission (or in such other form to which the
Paying Agent 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
Paying Agent notice of the Discount Rate applicable to each Principal Prepayment
received in the related Collection Period.

                  In the performance of its obligations set forth in Section
4.05 and its other duties hereunder, the Paying Agent may conclusively rely on
reports provided to it by the Master Servicer, and the Paying Agent 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 Paying Agent pursuant to this Section 4.02(b), insofar as such
information is solely within the control of the Special Servicer, the Master
Servicer shall have no obligation to provide such information until it has
received such information from the Special Servicer, shall not be in default
hereunder due to a delay in providing the CMSA Loan Periodic Update File caused
by the Special Servicer's failure to timely provide any report required under
this Agreement and may, absent manifest error, conclusively rely on the reports
to be provided by the Special Servicer.

                   SECTION 4.03 P&I Advances.

                  (a)  On or before 2:00 p.m., New York City time, on each
P&I Advance Date, the Master Servicer shall (i) apply amounts in the Certificate
Account received after the end of the related Collection Period or otherwise
held for future distribution to Certificateholders in subsequent months in
discharge of its obligation to make P&I Advances or (ii) subject to Section
4.03(c) below, remit from its own funds to the Paying Agent for deposit into the
Distribution Account an amount equal to the aggregate amount of P&I Advances, if
any, to be made in respect of the related Distribution Date. The Master Servicer
may also make P&I Advances in the form of any combination of clauses (i) and
(ii) above aggregating the total amount of P&I Advances to be made. Any amounts
held in the Certificate Account for future distribution and so used to make P&I
Advances shall be appropriately reflected in the Master Servicer's records and
replaced by the Master Servicer by deposit in the Certificate Account on or
before the next succeeding Determination Date (to the extent not previously
replaced through the deposit of Late Collections of the delinquent principal and
interest in respect of which such P&I Advances were made). If, as of 3:00 p.m.,
New York City time, on any P&I Advance Date, the Master Servicer shall not have
made any P&I Advance required to be made on such date pursuant to this Section
4.03(a) (and shall not have delivered to the Trustee the requisite Officer's
Certificate and documentation related to a determination of nonrecoverability of
a P&I Advance), then the Trustee shall provide notice of such failure to a
Servicing Officer of the Master Servicer by facsimile transmission sent to
telecopy (704) 593-7735 (or such alternative number provided by the Master
Servicer to the Trustee in writing) and by telephone at telephone (704) 593-7821
(or such alternative number provided by the Master Servicer to the Trustee in
writing) as soon as possible, but in any event before 4:00 p.m., New York City
time, on such P&I Advance Date. If the Trustee does not receive the full amount
of such P&I Advances by 10:00 a.m., New York City time, on the related
Distribution Date, then, subject to Section 4.03(c), (i) the Trustee shall, no
later than 11:00 a.m., New York City time, on such related Distribution Date
make the portion of such P&I Advances that was required to be, but was not, made
by the Master Servicer on such P&I Advance Date, and (ii) the provisions of
Sections 7.01 and 7.02 shall apply.

                  (b)  The aggregate amount of P&I Advances to be made by
the Master Servicer or the Trustee in respect of any Distribution Date shall,
subject to Section 4.03(c) below, equal the aggregate of all Periodic Payments
(other than Balloon Payments) and any Assumed Scheduled Payments, net of related
Servicing Fees due or deemed due, as the case may be, in respect of the Mortgage
Loans (including, without limitation, Balloon Mortgage Loans delinquent as to
their respective Balloon Payments) and any REO Loans on their respective Due
Dates during the related Collection Period, in each case to the extent such
amount was not paid by or on behalf of the related Mortgagor or otherwise
collected (including as net income from REO Properties) as of the close of
business on the related Determination Date; provided, that, (x) if the Periodic
Payment on any Mortgage Loan has been reduced in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section 3.20,
or if the final maturity on any Mortgage Loan shall be extended in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment granted or agreed to by the Special Servicer
pursuant to Section 3.20, and the Periodic Payment due and owing during the
extension period is less than the related Assumed Scheduled Payment, then the
Master Servicer or the Trustee shall, as to such Mortgage Loan only, advance
only the amount of the Periodic Payment due and owing after taking into account
such reduction (net of related Servicing Fees) in the event of subsequent
delinquencies thereon; and (y) if it is determined that an Appraisal Reduction
Amount exists with respect to any Required Appraisal Loan, then, with respect to
the Distribution Date immediately following the date of such determination and
with respect to each subsequent Distribution Date for so long as such Appraisal
Reduction Amount exists with respect to such Required Appraisal Loan, the Master
Servicer or the Trustee will be required in the event of subsequent
delinquencies to advance in respect of such Mortgage Loan only an amount equal
to the sum of (A) the amount of the interest portion of the P&I Advance that
would otherwise be required without regard to this clause (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 Servicer's determination as to whether each P&I Advance made with
respect to any previous Distribution Date or required to be made with respect to
such Distribution Date with respect to any Specially Serviced Mortgage Loan or
REO Loan is a Nonrecoverable P&I Advance. The Master Servicer shall be entitled
to conclusively rely on such determination. The Trustee shall be entitled to
rely, conclusively, on any determination by the Master Servicer that a P&I
Advance, if made, would be a Nonrecoverable Advance (and with respect to a P&I
Advance, the Trustee, as applicable, shall rely on the Master Servicer's
determination that the P&I Advance would be a Nonrecoverable Advance if the
Trustee determines that it does not have sufficient time to make such
determination); provided, however, that if the Master Servicer has failed to
make a P&I Advance for reasons other than a determination by the Master Servicer
that such P&I Advance would be Nonrecoverable Advance, the Trustee shall make
such Advance within the time periods required by Section 4.03(a) unless the
Trustee, in good faith, makes a determination prior to the times specified in
Section 4.03(a) that such P&I Advance would be a Nonrecoverable Advance. The
Trustee in determining whether or not a P&I Advance previously made is, or a
proposed P&I Advance, if made, would be, a Nonrecoverable Advance shall be
subject to the standards applicable to the Master Servicer hereunder.

                  (d)  In connection with the recovery by the Master
Servicer or the Trustee of any P&I Advance out of the Certificate Account
pursuant to Section 3.05(a), subject to the next sentence, the Master Servicer
shall be entitled to pay itself or the Trustee, as the case may be, out of any
amounts then on deposit in the Certificate Account, interest at the
Reimbursement Rate in effect from time to time, compounded annually, accrued on
the amount of such P&I Advance (to the extent made with its own funds) from the
date made to but not including the date of reimbursement such interest to be
payable, subject to the terms of a Co-Lender Agreement with respect to the
related Loan Pair, first out of late payment charges and Penalty Interest
received on the related Mortgage Loan or REO Property during the Collection
Period in which such reimbursement is made and then from general collections on
the Mortgage Loans then on deposit in the Certificate Account; provided,
however, that no interest shall accrue on any P&I Advance made with respect to a
Mortgage Loan if the related Periodic Payment is received prior to the 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 related to such Mortgage Loan has
been paid from general collections on deposit in the Certificate Account during
the preceding 12-month period and not previously reimbursed, the Master Servicer
shall deposit in the Certificate Account, on or prior to the P&I Advance Date
following the collection of such late payment charges or Penalty Interest, an
amount equal to the lesser of (i) the amount of late payment charges or Penalty
Interest received on such Mortgage Loan or (ii) the amount of interest paid to
the Master Servicer on the related P&I Advance for such Mortgage Loan during
such 12-month period for which the Trust Fund has not been previously
reimbursed. The Master Servicer shall reimburse itself or the Trustee, as
applicable, for any outstanding P&I Advance made thereby as soon as practicable
after funds available for such purpose have been received by the Master
Servicer, and in no event shall interest accrue in accordance with this Section
4.03(d) on any P&I Advance as to which the corresponding Late Collection was
received by the Master Servicer on or prior to the related P&I Advance Date.

                  (e)  In no event shall the Master Servicer or the Trustee
make a P&I Advance with respect to any Companion Loan.

                  SECTION 4.04 Allocation of Realized Losses and Additional
Trust Fund Expenses; Allocation of Certificate Deferred Interest; Allocation of
Appraisal Reduction Amounts.

                  (a)  On each Distribution Date, following all
distributions to be made on such date pursuant to Section 4.01, the Paying Agent
shall allocate 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 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 P Certificates, until the remaining Class Principal Balance thereof has
been reduced to zero, second, to the Class O Certificates, until the remaining
Class Principal Balance thereof has been reduced to zero, third to the Class N
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; fourth, to the Class M Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; fifth, to the Class L
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; sixth, to the Class K Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; seventh, to the Class J
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; eighth, to the Class H Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; ninth, to the Class G
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; tenth, to the Class F Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; eleventh, to the Class E
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; twelfth, to the Class D Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; thirteenth, to the Class C
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; fourteenth, to the Class B Certificates, until the remaining
Class Principal Balance thereof has been reduced to zero; and fifteenth pro rata
(based on remaining Class Principal Balances) to the Class A-1 Certificates, the
Class A-2 Certificates and the Class A-3 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.

                  (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-3-1 and LA-3-2 to the Class Principal
Balance of the Class A-3 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.

                  (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, Class A-2 and Class A-3 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-3-1 and LA-3-2 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
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 Paying Agent shall, provided it receives the necessary
information from the Master Servicer and the Special Servicer, be responsible
for performing all calculations necessary in connection with the actual and
deemed distributions and allocations to be made pursuant to Section 4.01,
Section 5.02(d) and Article IX and the actual and deemed allocations of Realized
Losses and Additional Trust Fund Expenses to be made pursuant to Section 4.04.
The Paying Agent shall calculate the Available Distribution Amount for each
Distribution Date and shall allocate such amount among Certificateholders in
accordance with this Agreement, and the Paying Agent shall have no obligation to
recompute, recalculate or verify any information provided to it by the Special
Servicer or Master Servicer. The calculations by the Paying Agent of such
amounts shall, in the absence of manifest error, be presumptively deemed to be
correct for all purposes hereunder.

                  SECTION 4.06      Use of Agents.

                  The Master Servicer, the Paying Agent 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, the Paying Agent or
the Trustee from any of such obligations or liabilities, and the Master
Servicer, the Paying Agent 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 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 135 S. LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention:
Asset-Backed Securities Trust Services Group-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2001-C3), shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Paying Agent 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 LaSalle Bank National Association is
removed as Paying Agent, then LaSalle Bank National Association shall be removed
as Certificate Registrar. The Depositor, the Trustee, the Master Servicer and
the Special Servicer shall have the right to inspect the Certificate Register or
to obtain a copy thereof at all reasonable times, and to rely conclusively upon
a certificate of the Certificate Registrar as to the information set forth in
the Certificate Register. Upon written request of any Certificateholder made for
purposes of communicating with other Certificateholders with respect to their
rights under this Agreement, the Certificate Registrar shall promptly furnish
such Certificateholder with a list of the other Certificateholders of record
identified in the Certificate Register at the time of the request.

                  (b)  No transfer of any Non-Registered Certificate shall
be made unless that transfer is made pursuant to an effective registration
statement under the Securities Act, and effective registration or qualification
under applicable state securities laws, or is made in a transaction that does
not require such registration or qualification. If such a transfer is to be made
without registration under the Securities Act (other than in connection with the
initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective Affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives (and upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
G-1 hereto, and a certificate from such Certificateholder's prospective
transferee substantially in the form attached as either Exhibit G-2 hereto or as
Exhibit G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify any Class of
Non-Registered Certificates under the Securities Act or any other securities law
or to take any action not otherwise required under this Agreement to permit the
transfer of any Non-Registered Certificate without registration or
qualification. Any Holder of a Non-Registered Certificate desiring to effect
such a transfer shall, and upon acquisition of such a Certificate shall be
deemed to have agreed to, indemnify the Trustee, the Certificate Registrar and
the Depositor against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.

                  In connection with transfer of the Non-Registered
Certificates, the Depositor shall furnish upon request of a Certificateholder or
Certificate Owner to such Holder or Certificate Owner and any prospective
purchaser designated by such Certificateholder or Certificate Owner the
information required to be delivered under paragraph (d)(4) of Rule 144A of the
Securities Act.

                  Notwithstanding the foregoing, for so long as any
Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective
transferor of such Certificate shall be deemed to have represented to the
Trustee, the Paying Agent, 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 Paying Agent, 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 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.

                  (d)  (i) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Paying Agent under
clause (ii)(A) below to deliver payments to a Person other than such Person and
to have irrevocably authorized the Certificate Registrar under clause (ii)(B)
below to negotiate the terms of any mandatory disposition and to execute all
instruments of Transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Residual Certificate are expressly subject to the following provisions:

                           (1) Each Person holding or acquiring any Ownership
                  Interest in a Residual Certificate shall be a Permitted
                  Transferee and shall promptly notify the Master Servicer, the
                  Paying Agent and the Certificate Registrar of any change or
                  impending change in its status as a Permitted Transferee.

                           (2) In connection with any proposed Transfer of any
                  Ownership Interest in a Residual Certificate, the Certificate
                  Registrar shall require delivery to it, and shall not register
                  the Transfer of any Residual Certificate until its receipt of
                  an affidavit and agreement substantially in the form attached
                  hereto as Exhibit I (a "Transfer Affidavit and Agreement"),
                  from the proposed Transferee, in form and substance
                  satisfactory to the Certificate Registrar, and upon which the
                  Certificate Registrar may, in the absence of actual knowledge
                  by a Responsible Officer of the Certificate Registrar to the
                  contrary, conclusively rely, representing and warranting,
                  among other things, that such Transferee is a Permitted
                  Transferee, that it is not acquiring its Ownership Interest in
                  the Residual Certificate that is the subject of the proposed
                  Transfer as a nominee, trustee or agent for any Person that is
                  not a Permitted Transferee, that for so long as it retains its
                  Ownership Interest in a Residual Certificate, it will endeavor
                  to remain a Permitted Transferee, and that it has reviewed the
                  provisions of this Section 5.02(d) and agrees to be bound by
                  them.

                           (3) Notwithstanding the delivery of a Transfer
                  Affidavit and Agreement by a proposed Transferee under clause
                  (B) above, if a Responsible Officer of the Certificate
                  Registrar has actual knowledge that the proposed Transferee is
                  not a Permitted Transferee, no Transfer of an Ownership
                  Interest in a Residual Certificate to such proposed Transferee
                  shall be effected.

                           (4) Each Person holding or acquiring any Ownership
                  Interest in a Residual Certificate shall agree (1) to require
                  a Transfer Affidavit and Agreement from any prospective
                  Transferee to whom such Person attempts to transfer its
                  Ownership Interest in such Residual Certificate and (2) not to
                  transfer its Ownership Interest in such Residual Certificate
                  unless it provides to the Certificate Registrar a certificate
                  substantially in the form attached hereto as Exhibit I-2
                  stating that, among other things, it has no actual knowledge
                  that such prospective Transferee is not a Permitted
                  Transferee.

                           (5) Each Person holding or acquiring an Ownership
                  Interest in a Residual Certificate, by purchasing an Ownership
                  Interest in such Certificate, agrees to give the Master
                  Servicer and the Paying Agent written notice that it is a
                  "pass-through interest holder" within the meaning of temporary
                  Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately
                  upon acquiring an Ownership Interest in a Residual
                  Certificate, if it is, or is holding an Ownership Interest in
                  a Residual Certificate on behalf of, a "pass-through interest
                  holder".

                     (ii) (A) If any purported Transferee shall become a Holder
         of a Residual Certificate in violation of the provisions of this
         Section 5.02(d), then the last preceding Holder of such Residual
         Certificate that was in compliance with the provisions of this Section
         5.02(d) shall be restored, to the extent permitted by law, to all
         rights as Holder thereof retroactive to the date of registration of
         such Transfer of such Residual Certificate. None of the Trustee, the
         Master Servicer or the Certificate Registrar shall be under any
         liability to any Person for any registration of Transfer of a Residual
         Certificate that is in fact not permitted by this Section 5.02(d) or
         for making any payments due on such Certificate to the Holder thereof
         or for taking any other action with respect to such Holder under the
         provisions of this Agreement.

                           (B) If any purported Transferee shall become a Holder
                  of a Residual Certificate in violation of the restrictions in
                  this Section 5.02(d), then, to the extent that the retroactive
                  restoration of the rights of the preceding Holder of such
                  Residual Certificate as described in clause (ii)(A) above
                  shall be invalid, illegal or unenforceable, the Certificate
                  Registrar shall have the right, without notice to the Holder
                  or any prior Holder of such Residual Certificate, to cause the
                  transfer of such Residual Certificate to a Permitted
                  Transferee on such terms as the Certificate Registrar may
                  choose. Such purported Transferee shall promptly endorse and
                  deliver such Residual Certificate in accordance with the
                  instructions of the Certificate Registrar. Such Permitted
                  Transferee may be the Certificate Registrar itself or any
                  Affiliate of the Certificate Registrar. Any proceeds of such
                  sale, net of the commissions (which may include commissions
                  payable to the Certificate Registrar or its Affiliates),
                  expenses and taxes due, if any, will be remitted by the Paying
                  Agent to such purported Transferee. The terms and conditions
                  of any sale under this clause (ii)(B) shall be determined in
                  the sole discretion of the Certificate Registrar, and the
                  Certificate Registrar shall not be liable to any Person having
                  an Ownership Interest in a Residual Certificate as a result of
                  its exercise of such discretion.

                     (iii) The Certificate Registrar shall make available to the
         Internal Revenue Service and to those Persons specified by the REMIC
         Provisions any information available to it which is necessary to
         compute any tax imposed as a result of the Transfer of an Ownership
         Interest in a Residual Certificate to any Person who is a Disqualified
         Organization or agent thereof, including the information described in
         Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with
         respect to the "excess inclusions" of such Residual Certificate, and
         the Master Servicer and the Special Servicer shall furnish to the
         Certificate Registrar all information in its possession necessary for
         the Certificate Registrar to discharge such obligation. The transferor
         of such Ownership Interest shall be responsible for the reasonable
         compensation of the Certificate Registrar, the Master Servicer and the
         Special Servicer for providing such information.

                     (iv) The provisions of this Section 5.02(d) set forth prior
         to this clause (iv) may be modified, added to or eliminated, provided
         that there shall have been delivered to the Certificate Registrar and
         the Master Servicer the following:

                           (1) written confirmation from each Rating Agency to
                  the effect that the modification of, addition to or
                  elimination of such provisions will not cause such Rating
                  Agency to qualify, downgrade or withdraw its then-current
                  rating of any Class of Certificates; and

                           (2) an Opinion of Counsel, in form and substance
                  satisfactory to the Certificate Registrar and the Master
                  Servicer, obtained at the expense of the party seeking such
                  modification of, addition to or elimination of such provisions
                  (but in no event at the expense of the Trust Fund), to the
                  effect that doing so will not cause 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.

                  (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 Paying Agent, 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 Paying Agent may establish a reasonable record date in
connection with solicitations of consents from or voting by Certificateholders
and shall give notice to the Depository of such record date.

                  (c)  If (i)(A) the Depositor advises the Trustee and the
Certificate Registrar in writing that the Depository is no longer willing or
able to properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, at the Depositor's expense, and the Authenticating
Agent shall authenticate and deliver, the Definitive Certificates in respect of
such Class to the Certificate Owners identified in such instructions. The
Depositor shall provide the Certificate Registrar with an adequate inventory of
Definitive Certificates. None of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates for purposes of evidencing ownership of any Class of Registered
Certificates, the registered holders of such Definitive Certificates shall be
recognized as Certificateholders hereunder and, accordingly, shall be entitled
directly to receive payments on, to exercise Voting Rights with respect to, and
to transfer and exchange such Definitive Certificates.

                  (d)  Notwithstanding any other provisions contained
herein, neither the Trustee nor the Certificate Registrar shall have any
responsibility whatsoever to monitor or restrict the transfer of ownership
interests in any Certificate (including but not limited to any Non-Registered
Certificate or any Subordinated Certificate) which interests are transferable
through the book-entry facilities of the Depository.

                   SECTION 5.04 Mutilated, Destroyed, Lost or Stolen
Certificates.

                  If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii)
there is delivered to the Trustee and the Certificate Registrar such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee 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 Paying
Agent, the Certificate Registrar and any agent of any of them may treat the
Person in whose name any Certificate is registered as of the related Record Date
as the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01 and may treat the person whose name each Certificate is
registered as of the date of determination as the owner of such Certificate for
all other purposes whatsoever and none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar
or any agent of any of them shall be affected by notice to the contrary.


                                   ARTICLE VI

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

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

                  The Depositor, the Master Servicer and the Special Servicer
shall be liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by the Depositor, the
Master Servicer and the Special Servicer herein.

                   SECTION 6.02 Merger, Consolidation or Conversion of Depositor
or Master Servicer or Special Servicer.

                  Subject to the following paragraph, the Depositor and the
Special Servicer shall each keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation or organization, and each will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement, and the Master
Servicer shall keep in full effect its existence and rights as a national
banking association under the laws of the United States.

                  The Depositor, the Master Servicer or the Special Servicer may
be merged or consolidated with or into any Person (other than the Trustee), or
transfer all or substantially all of its assets (which may be limited to all or
substantially all of its assets related to commercial mortgage loan servicing)
to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor, the Master Servicer or the Special
Servicer shall be a party, or any Person succeeding to the business (which may
be limited to the commercial loan servicing business) of the Depositor, the
Master Servicer or the Special Servicer, shall be the successor of the
Depositor, the Master Servicer or the Special Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that no successor or surviving Person shall
succeed to the rights of the Master Servicer or the Special Servicer unless (i)
as evidenced in writing by the Rating Agencies, such succession will not result
in qualification, downgrading or withdrawal of the ratings then assigned by the
Rating Agencies to any Class of Certificates and (ii) such successor or
surviving Person makes the applicable representations and warranties set forth
in Section 3.23.

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

                  None of the Depositor, the Master Servicer or the Special
Servicer shall be under any liability to the Trust Fund, the Trustee, the Paying
Agent, the Certificateholders or the Companion Holders for any action taken, or
not taken, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Master Servicer or the Special Servicer against any liability to the Trust Fund,
the Trustee, the Paying Agent, the Certificateholders or the Companion Holders
for the breach of a representation, warranty or covenant made herein by such
party, or against any expense or liability specifically required to be borne by
such party without right of reimbursement pursuant to the terms hereof, or
against any liability which would otherwise be imposed by reason of misfeasance,
bad faith or negligence in the performance of obligations or duties hereunder.
The Depositor, the Master Servicer, the Special Servicer and any director,
officer, employee or agent of the Depositor, the Master Servicer or the Special
Servicer may rely in good faith on any document of any kind which, prima facie,
is properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer, the Special Servicer and any
director, member, manager, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer shall be indemnified and held harmless
by the Trust Fund against any loss, liability or reasonable expense incurred in
connection with this Agreement or the Certificates (including, without
limitation, the distribution or posting of reports or other information as
contemplated by this Agreement), other than any loss, liability or expense: (i)
specifically required to be borne by such party without right of reimbursement
pursuant to the terms hereof (including without limitation, those expenses set
forth in Section 3.11(b) and the last sentence of the definition of Servicing
Advances); (ii) incurred in connection with any breach of a representation,
warranty or covenant made herein; or (iii) incurred by reason of willful
misfeasance, bad faith or negligence in the performance of obligations or duties
hereunder. None of the Depositor, the Master Servicer or the Special Servicer
shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement and,
unless it is specifically required hereunder to bear the costs of such legal
action, in its opinion does not involve it in any ultimate expense or liability;
provided, however, that the Depositor, the Master Servicer or the Special
Servicer may in its discretion undertake any such action which it may deem
necessary or desirable with respect to the enforcement and/or protection of the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, and any liability resulting therefrom, shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Master Servicer and the
Special Servicer shall be entitled to be reimbursed therefor from the
Certificate Account as provided in Section 3.05. In no event shall the Master
Servicer or the Special Servicer be liable or responsible for any action taken
or omitted to be taken by the other of them or by the Depositor, the Trustee,
the Paying Agent or any Certificateholder, subject to the provisions of the last
paragraph of Section 8.05.

                  SECTION 6.04 Resignation of Master Servicer and the Special
Servicer.

                  The Master Servicer and, subject to Section 6.09, the Special
Servicer may resign from the obligations and duties hereby imposed on it, upon a
determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 7.02 hereof. The Master Servicer and the Special
Servicer shall have the right to resign at any other time provided that (i) a
willing successor thereto has been found by the Master Servicer or Special
Servicer, as applicable, (ii) each of the Rating Agencies confirms in writing
that the successor's appointment will not result in a withdrawal, qualification
or downgrade of any rating or ratings assigned to any Class of Certificates,
(iii) the resigning party pays all costs and expenses in connection with such
transfer, and (iv) the successor accepts appointment prior to the effectiveness
of such resignation. Neither the Master Servicer nor the Special Servicer shall
be permitted to resign except as contemplated above in this Section 6.04.

                  Consistent with the foregoing, neither the Master Servicer nor
the Special Servicer shall, except as expressly provided herein, assign or
transfer any of its rights, benefits or privileges hereunder to any other
Person, or, except as provided in Sections 3.22 and 4.06, delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by it hereunder. If, pursuant
to any provision hereof, the duties of the Master Servicer or the Special
Servicer are transferred to a successor thereto, the Master Servicing Fee or the
Special Servicing Fee, as the case may be, that accrues pursuant hereto from and
after the date of such transfer shall be payable to such successor.

                   SECTION 6.05 Rights of Depositor, the Paying Agent 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 and the Paying Agent, 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 and the Paying Agent with its most recent publicly
available financial statements and such other information as it possesses, and
which it is not prohibited by applicable law or contract from disclosing,
regarding its business, affairs, property and condition, financial or otherwise,
except to the extent such information constitutes proprietary information or is
subject to a privilege under applicable law. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and the Special
Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer or Special
Servicer hereunder or exercise the rights of the Master Servicer and the Special
Servicer hereunder; provided, however, that neither the Master Servicer nor the
Special Servicer shall be relieved of any of its obligations hereunder by virtue
of such performance by the Depositor or its designee and, further provided, that
the Depositor may not exercise any right pursuant to Section 7.01 to terminate
the Master Servicer or the Special Servicer as a party to this Agreement. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Master Servicer or the Special Servicer and is not
obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.

                   SECTION 6.06 Depositor, Master Servicer and Special Servicer
to Cooperate with Trustee and the Paying Agent.

                  The Depositor, the Master Servicer and the Special Servicer
shall each furnish such reports, certifications and information as are
reasonably requested by the Trustee or the Paying Agent in order to enable it to
perform its duties hereunder.

                   SECTION 6.07 Depositor, Special Servicer, Paying Agent and
Trustee to Cooperate with Master Servicer.

                  The Depositor, the Special Servicer, Paying Agent 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, Paying Agent and
Trustee to Cooperate with Special Servicer.

                  The Depositor, the Master Servicer, Paying Agent 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 Paying Agent, the Master Servicer
and the existing Special Servicer of a written notice stating such designation.
The Trustee shall, promptly after receiving any such notice, deliver to the
Rating Agencies an executed Notice and Acknowledgment in the form attached
hereto as Exhibit J-1. If such Holders have not replaced the Special Servicer
within 30 days of such Special Servicer's resignation or the date such Special
Servicer has ceased to serve in such capacity, the Trustee shall designate a
successor Special Servicer meeting the requirements set forth in Section 6.04.
Any designated Person shall become the Special Servicer, subject to satisfaction
of the other conditions set forth below, on the date that the Trustee shall have
received written confirmation from all of the Rating Agencies that the
appointment of such Person will not result in the qualification, downgrading or
withdrawal of the rating or ratings assigned to one or more Classes of the
Certificates. The appointment of such designated Person as Special Servicer
shall also be subject to receipt by the Trustee of (1) an Acknowledgment of
Proposed Special Servicer in the form attached hereto as Exhibit J-2, executed
by the designated Person, and (2) an Opinion of Counsel (at the expense of the
Person designated to become the Special Servicer) to the effect that the
designation of such Person to serve as Special Servicer is in compliance with
this Section 6.09 and all other applicable provisions of this Agreement, that
upon the execution and delivery of the Acknowledgment of Proposed Special
Servicer the designated Person shall be bound by the terms of this Agreement and
that this Agreement shall be enforceable against the designated Person in
accordance with its terms. Any existing Special Servicer shall be deemed to have
resigned simultaneously with such designated Person's becoming the Special
Servicer hereunder; provided, however, that the resigning Special Servicer shall
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the effective date of such resignation, and it shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
resignation. Such resigning Special Servicer shall cooperate with the Trustee
and the replacement Special Servicer in effecting the termination of the
resigning Special Servicer's responsibilities and rights hereunder, including,
without limitation, the transfer within two Business Days to the replacement
Special Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Special Servicer to the Certificate
Account or the REO Account or delivered to the Master Servicer or that are
thereafter received with respect to Specially Serviced Mortgage Loans and REO
Properties.

                  SECTION 6.10 Master Servicer or Special Servicer as Owner of a
Certificate.

                  The Master Servicer or an Affiliate of the Master Servicer or
the Special Servicer or an Affiliate of the Special Servicer may become the
Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with
respect to) any Certificate with (except as set forth in the definition of
"Certificateholder") the same rights it would have if it were not the Master
Servicer or the Special Servicer or an Affiliate thereof. If, at any time during
which the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is the Holder of (or, in the case of a
Book-Entry Certificate, Certificate Owner with respect to) any Certificate, the
Master Servicer or the Special Servicer proposes to take action (including for
this purpose, omitting to take action) that (i) is not expressly prohibited by
the terms hereof and would not, in the Master Servicer's or the Special
Servicer's good faith judgment, violate the Servicing Standard, and (ii) if
taken, might nonetheless, in the Master Servicer's or the Special Servicer's
reasonable, good faith judgment, be considered by other Persons to violate the
Servicing Standard, then the Master Servicer or the Special Servicer may (but
need not) seek the approval of the Certificateholders to such action by
delivering to the Paying Agent 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 Paying Agent, 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 Paying Agent
shall reasonably determine. If at any time Certificateholders holding greater
than 50% of the Voting Rights of all Certificateholders (calculated without
regard to the Certificates beneficially owned by the Master Servicer or its
Affiliates or the Special Servicer or its Affiliates) shall have failed to
object in writing to the proposal described in the written notice, and if the
Master Servicer or the Special Servicer shall act as proposed in the written
notice within thirty (30) days, such action shall be deemed to comply with, but
not modify, the Servicing Standard. The Paying Agent shall be entitled to
reimbursement from the Master Servicer or the Special Servicer, as applicable,
for the reasonable expenses of the Paying Agent 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 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.

                  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, the Paying Agent 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 Paying Agent
         for deposit into, the Distribution Account, any amount (other than a
         P&I Advance) required to be so deposited or remitted by it under this
         Agreement, which failure, 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 Distribution Date, provided further,
         however, that to the extent the Master Servicer does not timely make
         such remittances, the Master Servicer shall pay the Paying Agent for
         the account of the Paying Agent 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

                     (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
         Fitch (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 Fitch (or such longer time period as may be agreed in
         writing by Fitch) 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 Fitch; or

                     (xii) the Master Servicer shall fail to remit to the Paying
         Agent for deposit into the Distribution Account, on any P&I Advance
         Date, the full amount of P&I Advances required to be made on such date,
         which failure continues unremedied until 10:00 a.m. New York City time
         on the next Business Day succeeding such P&I Advance Date; provided,
         however, that to the extent the Master Servicer does not timely make
         such remittances, the Master Servicer shall pay the Paying Agent for
         the account of the Paying Agent interest on any amount not timely
         remitted at the Prime Rate from and including the applicable required
         remittance date to but not including the date such remittance is
         actually made.

                  (b)  If any Event of Default shall occur with respect to
the Master Servicer or the Special Servicer (in either case, for purposes of
this Section 7.01(b), the "Defaulting Party") and shall be continuing, then, and
in each and every such case, so long as such Event of Default shall not have
been remedied, the Trustee may, and at the written direction of the Holders of
Certificates entitled to at least 25% of the Voting Rights, the Trustee shall,
by notice in writing to the Defaulting Party (with a copy of such notice to each
other party hereto and the Rating Agencies), terminate all of the rights and
obligations (but not the liabilities for actions and omissions occurring prior
thereto) of the Defaulting Party under this Agreement and in and to the Trust
Fund, other than its rights as a Certificateholder hereunder. From and after the
receipt by the Defaulting Party of such written notice of termination, all
authority and power of the Defaulting Party under this Agreement, whether with
respect to the Certificates (other than as a holder of any Certificate) or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense
of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise. The Master Servicer and the Special
Servicer each agree that, if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than ten Business Days subsequent
to its receipt of the notice of termination) provide the Trustee with all
documents and records, including those in electronic form, requested thereby to
enable the Trustee to assume the Master Servicer's or Special Servicer's, as the
case may be, functions hereunder, and shall cooperate with the Trustee in
effecting the termination of the Master Servicer's or Special Servicer's, as the
case may be, responsibilities and rights hereunder, including, without
limitation, (i) the immediate transfer to the Trustee or a successor Master or
Special Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Master Servicer to the Certificate
Account, the Distribution Account, a Servicing Account or a Reserve Account (if
the Master Servicer is the Defaulting Party) or that are thereafter received by
or on behalf of it with respect to any Mortgage Loan or (ii) the transfer within
two Business Days to the Trustee or a successor Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Special Servicer to the REO Account, the Certificate
Account, a Servicing Account or a Reserve Account or delivered to the Master
Servicer (if the Special Servicer is the Defaulting Party) or that are
thereafter received by or on behalf of it with respect to any Mortgage Loan or
REO Property (provided, however, that the Master Servicer and the Special
Servicer each shall, if terminated pursuant to this Section 7.01(b), continue to
be entitled to receive all amounts accrued or owing to it under this Agreement
on or prior to the date of such termination, whether in respect of Advances or
otherwise, and it shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination). Any cost or expenses in connection with
any actions to be taken by the Master Servicer, the Special Servicer or the
Trustee pursuant to this paragraph shall be borne by the Defaulting Party and if
not paid by the Defaulting Party within 90 days after the presentation of
reasonable documentation of such costs and expenses, such expense shall be
reimbursed by the Trust Fund; provided, however, that the Defaulting Party shall
not thereby be relieved of its liability for such expenses. If and to the extent
that the Defaulting Party has not reimbursed such costs and expenses, the
Trustee shall have an affirmative obligation to take all reasonable actions to
collect such expenses on behalf of and at the expense of the Trust Fund. For
purposes of this Section 7.01 and of Section 7.03(b), the Trustee shall not be
deemed to have knowledge of an event which constitutes, or which with the
passage of time or notice, or both, would constitute an Event of Default
described in clauses (i)-(viii) of subsection (a) above unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless notice of any
event which is in fact such an Event of Default is received by the Trustee and
such notice references the Certificates, the Trust Fund or this Agreement.

                  (c)  If the Master Servicer is terminated solely due to an
Event of Default under Section 7.01(a)(x) or (xi) and if the terminated Master
Servicer provides the Trustee with the appropriate "request for proposal"
materials within the five Business Days after such termination, then the Trustee
shall promptly thereafter (using such "request for proposal" materials provided
by the terminated Master Servicer) solicit good faith bids for the rights to
master service the Mortgage Loans under this Agreement from at least three (3)
Persons qualified to act as Master Servicer hereunder in accordance with
Sections 6.02 and 7.02 (any such Person so qualified, a "Qualified Bidder") or,
if three (3) Qualified Bidders cannot be located, then from as many Persons as
the Trustee can determine are Qualified Bidders; provided that, at the Trustee's
request, the terminated Master Servicer shall supply the Trustee with the names
of Persons from whom to solicit such bids; and provided, further, that the
Trustee shall not be responsible if less than three (3) or no Qualified Bidders
submit bids for the right to master service the Mortgage Loans under this
Agreement. The bid proposal shall require any Successful Bidder (as defined
below), as a condition of such bid, to enter into this Agreement as successor
Master Servicer, and to agree to be bound by the terms hereof, within 45 days
after the termination of Master Servicer. The Trustee shall solicit bids (i) on
the basis of such successor Master Servicer retaining all Sub-Servicers to
continue the primary servicing of the Mortgage Loans pursuant to the terms of
the respective Sub-Servicing Agreements and to enter into a Sub-Servicing
Agreement with the terminated Master Servicer to service each of the Mortgage
Loans not subject to a Sub-Servicing Agreement at a servicing fee rate per annum
equal to the Master Servicing Fee Rate minus 2.5 basis points per Mortgage Loan
serviced (each, a "Servicing-Retained Bid") and (ii) on the basis of terminating
each Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate
in accordance with Section 3.22 (each, a "Servicing-Released Bid"). The Trustee
shall select the Qualified Bidder with the highest cash Servicing-Retained Bid
(or, if none, the highest cash Servicing Released Bid) (the "Successful Bidder")
to act as successor Master Servicer hereunder. The Trustee shall direct the
Successful Bidder to enter into this Agreement as successor Master Servicer
pursuant to the terms hereof (and, if the successful bid was a
Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the
terminated Master Servicer as contemplated above), no later than 45 days after
the termination of the Master Servicer.

                  Upon the assignment and acceptance of the master servicing
rights hereunder to and by the Successful Bidder, the Trustee shall remit or
cause to be remitted (i) if the successful bid was a Servicing-Retained Bid, to
the terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

                  If the Successful Bidder has not entered into this Agreement
as successor Master Servicer within 45 days after the Trustee was appointed as
successor Master Servicer or no Successful Bidder was identified within such
45-day period, the terminated Master Servicer shall reimburse the Trustee for
all reasonable "out-of-pocket" expenses incurred by the Trustee in connection
with such bid process and the Trustee shall have no further obligations under
this Section 7.01(c). The Trustee thereafter may act or may select a successor
to act as Master Servicer hereunder in accordance with Section 7.02.

                   SECTION 7.02 Trustee to Act; Appointment of Successor.

                  On and after the time the Master Servicer or the Special
Servicer resigns pursuant to Section 6.04 or receives a notice of termination
pursuant to Section 7.01, the Trustee shall, unless a successor is appointed
pursuant to Section 6.04, be the successor in all respects to the Master
Servicer or the Special Servicer, as the case may be, in its capacity as such
under this Agreement and the transactions set forth or provided for herein and
shall have all (and the former Master Servicer or the Special Servicer, as the
case may be, shall cease to have any) of the responsibilities, duties and
liabilities (except as provided in the next sentence) of the Master Servicer or
the Special Servicer, as the case may be, arising thereafter, including, without
limitation, if the Master Servicer is the resigning or terminated party, the
Master Servicer's obligation to make P&I Advances, the unmade P&I Advances that
gave rise to such Event of Default; provided, that if the Master Servicer is the
resigning or terminated party, and if after the Closing Date the Trustee is
prohibited by law or regulation from obligating itself to make P&I Advances (as
evidenced by an Opinion of Counsel delivered to the Depositor and the Rating
Agencies) the Trustee shall not be obligated to make such P&I Advances and
provided, further, that any failure to perform such duties or responsibilities
caused by the Master Servicer's or the Special Servicer's, as the case may be,
failure to provide information or monies required by Section 7.01 shall not be
considered a default by the Trustee hereunder. Notwithstanding anything contrary
in this Agreement, the Trustee shall in no event be held responsible or liable
with respect to any of the representations and warranties of the resigning or
terminated party (other than the Trustee) or for any losses incurred by such
resigning or terminated party pursuant to Section 3.06 hereunder nor shall the
Trustee be required to purchase any Mortgage Loan hereunder. As compensation
therefor, the Trustee shall be entitled to all fees and other compensation which
the resigning or terminated party would have been entitled to if the resigning
or terminated party had continued to act hereunder. Notwithstanding the above
and subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee
may, if it shall be unwilling in its sole discretion to so act as either Master
Servicer or Special Servicer, as the case may be, or shall, if it is unable to
so act as either Master Servicer or Special Servicer, as the case may be, or
shall, if the Trustee is not approved as a master servicer or a special
servicer, as the case may be, by any of the Rating Agencies or if the Holders of
Certificates entitled to at least 51% of the Voting Rights so request in writing
to the Trustee, promptly appoint, subject to the approval of each of the Rating
Agencies (as evidenced by written confirmation therefrom to the effect that the
appointment of such institution would not cause the qualification, downgrading
or withdrawal of the then current rating on any Class of Certificates) or
petition a court of competent jurisdiction to appoint, any established mortgage
loan servicing institution that meets the requirements of Section 6.02
(including, without limitation, rating agency confirmation); provided, however,
that in the case of a resigning or terminated Special Servicer, such appointment
shall be subject to the rights of the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class to designate a
successor pursuant to Section 6.09. Except with respect to an appointment
provided below, no appointment of a successor to the Master Servicer or the
Special Servicer hereunder shall be effective until the assumption of the
successor to such party of all its responsibilities, duties and liabilities
under this Agreement. Pending appointment of a successor to the Master Servicer
or the Special Servicer hereunder, the Trustee shall act in such capacity as
hereinabove provided. Notwithstanding the above, the Trustee shall, if the
Master Servicer is the resigning or terminated party and the Trustee is
prohibited by law or regulation from making P&I Advances, promptly appoint any
established mortgage loan servicing institution that has a net worth of not less
than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced
by written confirmation therefrom to the effect that the appointment of such
institution would not cause the qualification, downgrading or withdrawal of the
then current rating on any Class of Certificates), as the successor to the
Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder
(including, without limitation, the obligation to make P&I Advances), which
appointment will become effective immediately. In connection with any such
appointment and assumption described herein, the Trustee may make such
arrangements for the compensation of such successor out of payments on the
Mortgage Loans as it and such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted the resigning or
terminated party hereunder. Such successor and the other parties hereto shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

                   SECTION 7.03 Notification to Certificateholders.

                  (a)  Upon any resignation of the Master Servicer or the
Special Servicer pursuant to Section 6.04, any termination of the Master
Servicer or the Special Servicer pursuant to Section 7.01, any appointment of a
successor to the Master Servicer or the Special Servicer pursuant to Section
7.02 or the effectiveness of any designation of a new Special Servicer pursuant
to Section 6.09, the Paying Agent 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 Paying Agent has notice of the occurrence of such an
event, the Paying Agent 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 AND THE PAYING AGENT

                   SECTION 8.01 Duties of Trustee and the Paying Agent.

                  (a)  The Trustee, prior to the occurrence of an Event of
Default and after the curing or waiver of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If an Event of Default occurs and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs. Any permissive right of the Trustee contained in
this Agreement shall not be construed as a duty.

                  (b)  The Trustee or the Paying Agent, as applicable, upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Paying
Agent, as applicable, 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
or the Paying Agent, as applicable, shall take such action as it deems
appropriate to have the instrument corrected. The Trustee or the Paying Agent,
as applicable, 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 or the Paying Agent, as applicable, 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) Neither the Trustee nor the Paying Agent shall be
         personally liable for an error of judgment made in good faith by a
         Responsible Officer or Responsible Officers of the Trustee or the
         Paying Agent, as applicable, unless it shall be proved that the Trustee
         or the Paying Agent, as applicable, was negligent in ascertaining the
         pertinent facts if it was required to do so;

                     (iii) Neither the Trustee nor the Paying Agent shall 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 the Paying Agent, as applicable,
         or exercising any trust or power conferred upon the Trustee or the
         Paying Agent, as applicable, under this Agreement; and

                     (iv) The protections, immunities and indemnities afforded
         to the Trustee hereunder shall also be available to the Paying Agent,
         Authenticating Agent, Certificate Registrar, REMIC Administrator and
         Custodian.

                     SECTION 8.02 Certain Matters Affecting Trustee and the
         Paying Agent.

                  Except as otherwise provided in Section 8.01 and Article X:

                  (a)  the Trustee and the Paying Agent 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 and the Paying Agent may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance
therewith;

                  (c)  Neither the Trustee nor the Paying Agent shall be
under any obligation to exercise any of the trusts or powers vested in it by
this Agreement or to make any investigation of matters arising hereunder or,
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 or
the Paying Agent reasonable security or indemnity against the costs, expenses
and liabilities which may be incurred therein or thereby; neither the Trustee
nor the Paying Agent, as applicable, shall be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it; 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)  Neither the Trustee nor the Paying Agent shall be
personally liable for any action reasonably taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;

                  (e)  prior to the occurrence of an Event of Default
hereunder and after the curing of all Events of Default which may have occurred,
neither the Trustee nor the Paying Agent shall 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
or the Paying Agent, as applicable, 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 or the Paying Agent, as applicable, not reasonably assured to the
Trustee or the Paying Agent, as applicable, by the security afforded to it by
the terms of this Agreement, the Trustee or the Paying Agent, as applicable, may
require reasonable indemnity against such expense or liability as a condition to
taking any such action;

                  (f)  the Trustee or the Paying Agent 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 or the
Paying Agent, as applicable, 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)  Neither the Trustee nor the Paying Agent shall be
responsible for any act or omission of the Master Servicer or the Special
Servicer (unless, in the case of the Trustee, 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 and Paying Agent 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 or the Paying Agent, as
applicable, in Article II, Section 8.15 and Section 8.16 and the signature of
the Certificate Registrar and the Authenticating Agent set forth on each
outstanding Certificate, shall be taken as the statements of the Depositor or
the Master Servicer or the Special Servicer, as the case may be, and the Trustee
and the Paying Agent assume no responsibility for their correctness. Except as
set forth in Section 8.15 and Section 8.16, the Trustee and the Paying Agent, as
applicable, make no representations as to the validity or sufficiency of this
Agreement or of any Certificate (other than as to the signature of the Trustee
or the Paying Agent set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Paying Agent shall be accountable for the
use or application by the Depositor of any of the Certificates issued to it or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Depositor in respect of the assignment of the Mortgage Loans to the
Trust Fund, or any funds deposited in or withdrawn from the Certificate Account
or any other account by or on behalf of the Depositor, the Master Servicer, the
Special Servicer or the Paying Agent (unless the Trustee or LaSalle Bank
National Association is acting as Paying Agent). Neither the Trustee nor the
Paying Agent shall be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicer or the Special Servicer, and
accepted by the Trustee or the Paying Agent, as applicable, in good faith,
pursuant to this Agreement.

                   SECTION 8.04 Trustee or Paying Agent May Own Certificates.

                  The Trustee or the Paying Agent or any agent of the Trustee or
the Paying Agent, in its individual or any other capacity, may become the owner
or pledgee of Certificates with the same rights (except as otherwise provided in
the definition of "Certificateholder") it would have if it were not the Trustee,
the Paying Agent or such agent.

                   SECTION 8.05 Fees and Expenses of Trustee and the Paying
Agent; Indemnification of Trustee and the Paying Agent.

                  (a) On each Distribution Date, the Paying Agent 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 and to the Trustee all earned but unpaid Trustee Fees, as
compensation for all services rendered by the Trustee and the Paying Agent,
respectively, in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties of the Trustee and the Paying
Agent, respectively, hereunder at the Trustee Fee Rate from which an amount
equal to the Paying Agent Fee shall be paid to the Paying Agent and the
remainder shall be paid to the Trustee. No Trustee Fee shall be payable with
respect to the Companion Loans. 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, the Paying Agent and any director,
officer, employee, affiliate, agent or "control" person within the meaning of
the Securities Act of 1933 of the Trustee or the Paying Agent 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 or the Paying Agent as provided for herein; provided, that none of the
Trustee, the Paying Agent 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 or the
Paying Agent's respective 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 or the Paying
Agent, as applicable, made herein. The provisions of this Section 8.05(b) shall
survive any resignation or removal of the Trustee or the Paying Agent, as
applicable and appointment of a successor Trustee or Paying Agent, as
applicable.

                   SECTION 8.06 Eligibility Requirements for Trustee and Paying
Agent.

                  The Trustee and the Paying Agent 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 and the Paying Agent shall each also be an entity with a long term
unsecured debt rating of at least "AA" by S&P and "AA" by Fitch (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 or the Paying Agent shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee or the Paying Agent, as the case may be, shall resign immediately in the
manner and with the effect specified in Section 8.07; provided, that if the
Trustee or the Paying Agent, as applicable, 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 or the Paying Agent, as
applicable, 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 or the Paying Agent'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
or the Paying Agent, as applicable, 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 or the Paying Agent
may have normal banking and trust relationships with the Depositor, the Master
Servicer, the Special Servicer and their respective Affiliates.

                  SECTION 8.07 Resignation and Removal of Trustee and the Paying
Agent.

                  (a)  The Trustee and the Paying Agent each 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 or Paying Agent, as applicable, 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 or Paying Agent, as applicable, and to the
successor Trustee or Paying Agent, as applicable. 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 or Paying
Agent, as applicable, shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee or Paying Agent, as applicable, may petition any court of competent
jurisdiction for the appointment of a successor Trustee or Paying Agent, as
applicable.

                   (b) If at any time the Trustee or the Paying Agent, as
applicable, shall cease to be eligible in accordance with the provisions of
Section 8.06 and shall fail to resign after written request therefor by the
Depositor or the Master Servicer, or if at any time the Trustee or the Paying
Agent, as applicable, shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or the Paying Agent, as
applicable, or of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or the Paying Agent, as applicable, or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Paying Agent 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
Paying Agent's reasonable control), to timely deliver any report to be delivered
by the Paying Agent pursuant to Section 4.02 and such failure shall continue
unremedied for a period of five days, or if the Paying Agent fails to make
distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the
Depositor may remove the Trustee or the Paying Agent, as applicable, and appoint
a successor Trustee or Paying Agent, as applicable, if necessary, acceptable to
the Master Servicer and the Rating Agencies (as evidenced by written
confirmation therefrom to the effect that the appointment of such institution
would not cause the qualification, downgrading or withdrawal of the then current
rating on any Class of Certificates) by written instrument, in duplicate, which
instrument shall be delivered to the Trustee or Paying Agent so removed and to
the successor Trustee or Paying Agent. A copy of such instrument shall be
delivered to the Master Servicer, the Special Servicer and the
Certificateholders by the Depositor.

                   (c) The Holders of Certificates entitled to at least 51% of
the Voting Rights may at any time remove the Trustee or the Paying Agent and
appoint a successor Trustee or Paying Agent, 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 or Paying Agent so removed and
one complete set to the successor Trustee or Paying Agent 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 or the Paying Agent 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 or Paying Agent, as applicable).

                   (d) Any resignation or removal of the Trustee or Paying
Agent, as applicable, and appointment of a successor Trustee or Paying Agent, as
applicable, pursuant to any of the provisions of this Section 8.07 shall not
become effective until acceptance of appointment by the successor Trustee or
Paying Agent, as applicable, as provided in Section 8.08.

                   SECTION 8.08 Successor Trustee or Paying Agent.

                   (a) Any successor Trustee or Paying Agent appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Master Servicer, the Special Servicer and to its predecessor
Trustee or Paying Agent, as applicable, an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
or Paying Agent, as applicable, shall become effective and such successor
Trustee or Paying Agent, as applicable, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee or paying agent herein. The predecessor trustee shall deliver
to the successor trustee all Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at the time held on its
behalf by a third-party Custodian, which Custodian shall become the agent of the
successor trustee), and the Depositor, the Master Servicer, the Special Servicer
and the predecessor trustee shall execute and deliver such instruments and do
such other things as may reasonably be required to more fully and certainly vest
and confirm in the successor trustee all such rights, powers, duties and
obligations, and to enable the successor trustee to perform its obligations
hereunder.

                   (b) No successor trustee shall accept appointment as provided
in this Section 8.08, unless at the time of such acceptance such successor
trustee shall be eligible under the provisions of Section 8.06 and the Rating
Agencies have provided confirmation pursuant to such Section.

                   (c) Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, such successor trustee shall mail notice of the
succession of such trustee hereunder to the Depositor and the
Certificateholders.

                   SECTION 8.09 Merger or Consolidation of Trustee.

                   Any entity into which the Trustee may be merged or converted
or with which it may be consolidated or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such entity shall be eligible under
the provisions of Section 8.06 and the Rating Agencies have provided
confirmation pursuant to such Section, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

                   SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

                   (a) Notwithstanding any other provisions hereof, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing the same may at the time be
located, the Master Servicer and the Trustee acting jointly shall have the power
and shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so, or in case an Event of Default in
respect of the Master Servicer shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

                   (b) In the case of any appointment of a co-trustee or
separate trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

                   (c) Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

                   (d) Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall cease to exist, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

                   (e) The appointment of a co-trustee or separate trustee under
this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.

                   SECTION 8.11 Appointment of Custodians.

                   The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and shall not be the Depositor,
any Mortgage Loan Seller or any Affiliate of the Depositor or any Mortgage Loan
Seller. Neither the Master Servicer nor the Special Servicer shall have any duty
to verify that any such Custodian is qualified to act as such in accordance with
the preceding sentence. Any such appointment of a third party Custodian and the
acceptance thereof shall be pursuant to a written agreement, which written
agreement shall (i) be consistent with this Agreement in all material respects
and requires the Custodian to comply with this Agreement in all material
respects and requires the Custodian to comply with all of the applicable
conditions of this Agreement; (ii) provide that if the Trustee shall for any
reason no longer act in the capacity of Trustee hereunder (including, without
limitation, by reason of an Event of Default), the successor trustee or its
designee may thereupon assume all of the rights and, except to the extent such
obligations arose prior to the date of assumption, obligations of the Custodian
under such agreement or alternatively, may terminate such agreement without
cause and without payment of any penalty or termination fee; and (iii) not
permit the Custodian any rights of indemnification that may be satisfied out of
assets of the Trust Fund. The appointment of one or more Custodians shall not
relieve the Trustee from any of its obligations hereunder, and the Trustee shall
remain responsible and liable for all acts and omissions of any Custodian. The
initial Custodian shall be the Trustee. Notwithstanding anything herein to the
contrary, if the Trustee is no longer the Custodian, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Custodian shall be construed to require that such notice,
information or documents also be provided to the Trustee. Any Custodian
hereunder (other than the Trustee) shall at all times maintain a fidelity bond
and errors and omissions policy in amounts customary for custodians performing
duties similar to those set forth in this Agreement.

                   SECTION 8.12 Appointment of Authenticating Agents.

                   (a) The Paying Agent may at the Paying Agent's expense
appoint one or more Authenticating Agents, which shall be authorized to act on
behalf of the Paying Agent in authenticating Certificates. The Paying Agent
shall cause any such Authenticating Agent to execute and deliver to the Paying
Agent 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 Paying
Agent hereunder. The appointment of an Authenticating Agent shall not relieve
the Paying Agent from any of its obligations hereunder, and the Paying Agent
shall remain responsible and liable for all acts and omissions of the
Authenticating Agent. If LaSalle Bank National Association is removed as Paying
Agent, then LaSalle Bank National Association shall be terminated as
Authenticating Agent. If the Authenticating Agent (other than LaSalle Bank
National Association) resigns or is terminated, the Paying Agent shall appoint a
successor Authenticating Agent which may be the Paying Agent or an Affiliate
thereof. In the absence of any other Person appointed in accordance herewith
acting as Authenticating Agent, the Paying Agent hereby agrees to act in such
capacity in accordance with the terms hereof. Notwithstanding anything herein to
the contrary, if the Paying Agent 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
Paying Agent.

                   (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 Paying Agent 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 Paying Agent, the
Certificate Registrar, the Master Servicer, the Special Servicer and the
Depositor. The Paying Agent 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 Paying Agent may
appoint a successor Authenticating Agent, in which case the Paying Agent shall
given written notice of such appointment to the Master Servicer, the Certificate
Registrar and the Depositor and shall mail notice of such appointment to all
Holders of Certificates; provided, however, that no successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.12. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent. No Authenticating Agent shall have responsibility
or liability for any action taken by it as such at the direction of the Trustee.

                   SECTION 8.13 Access to Certain Information.

                   The Trustee and the Paying Agent 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 and the
Paying Agent designated by it. Upon request and with the consent of the
Depositor and at the cost of the requesting Party, the Trustee and the Paying
Agent 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 Paying Agent may appoint at the Paying Agent's
expense, one or more REMIC Administrators, which shall be authorized to act on
behalf of the Paying Agent in performing the functions set forth in Sections
3.17, 10.01 and 10.02 herein. The Paying Agent shall cause any such REMIC
Administrator to execute and deliver to the Paying Agent 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 Paying Agent from any of its obligations
hereunder, and the Paying Agent shall remain responsible and liable for all acts
and omissions of the REMIC Administrator. Each REMIC Administrator must be
acceptable to the Paying Agent 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 Paying Agent hereby agrees to act in such capacity in accordance with the
terms hereof. If LaSalle Bank National Association is removed as Paying Agent,
then LaSalle Bank National Association 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 Paying Agent or the REMIC Administrator.

                   (c) Any REMIC Administrator may at any time resign by giving
at least 30 days' advance written notice of resignation to the Trustee, the
Certificate Registrar, the Paying Agent, the Master Servicer, the Special
Servicer and the Depositor. The Paying Agent may at any time terminate the
agency of any REMIC Administrator by giving written notice of termination to
such REMIC Administrator, the Master Servicer, the Certificate Registrar and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any REMIC Administrator shall cease to be eligible in
accordance with the provisions of this Section 8.14, the Paying Agent may
appoint a successor REMIC Administrator, in which case the Paying Agent 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 Paying Agent.

                   SECTION 8.15 Representations, Warranties and Covenants of
Trustee.

                   The Trustee hereby represents and warrants to the Master
Servicer, the Special Servicer, the Paying Agent and the Depositor and for the
benefit of the Certificateholders, as of the Closing Date, that:

                     (i) The Trustee is a national banking association duly
         organized, validly existing and in good standing under the laws of the
         United States.

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

                     (iii) Except to the extent that the laws of certain
         jurisdictions in which any part of the Trust Fund may be located
         require that a co-trustee or separate trustee be appointed to act with
         respect to such property as contemplated by Section 8.10, the Trustee
         has the full power and authority to carry on its business as now being
         conducted and to enter into and consummate all transactions
         contemplated by this Agreement, has duly authorized the execution,
         delivery and performance of this Agreement, and has duly executed and
         delivered this Agreement.

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

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

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

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

                   SECTION 8.16 Representations, Warranties and Covenants of the
Paying Agent.

                   The Paying Agent hereby represents and warrants to the Master
Servicer, the Special Servicer, the Trustee and the Depositor and for the
benefit of the Certificateholders, as of the Closing Date, that:

                     (i) The Paying Agent 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
         Paying Agent, and the performance and compliance with the terms of this
         Agreement by the Paying Agent, will not violate the Paying Agent's
         organizational documents or constitute a default (or an event which,
         with notice or lapse of time, or both, would constitute a default)
         under, or result in a material breach of, any material agreement or
         other material instrument to which it is a party or by which it is
         bound.

                     (iii) The Paying Agent 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 Paying Agent, enforceable against the
         Paying Agent 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 Paying Agent 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 Paying
         Agent's good faith and reasonable judgment, is likely to affect
         materially and adversely the ability of the Paying Agent to perform its
         obligations under this Agreement.

                     (vi) No litigation is pending or, to the best of the Paying
         Agent's knowledge, threatened against the Paying Agent that, if
         determined adversely to the Paying Agent, would prohibit the Paying
         Agent from entering into this Agreement or, in the Paying Agent's good
         faith and reasonable judgment, is likely to materially and adversely
         affect the ability of the Paying Agent 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 Paying Agent of or compliance by the
         Paying Agent with this Agreement or the consummation of the
         transactions contemplated by this Agreement has been obtained and is
         effective.

                   SECTION 8.17 Reports to the Securities and Exchange
Commission; Available Information.

                  The Paying Agent 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 Paying Agent 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 Paying Agent 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 Paying Agent shall receive a fee agreed upon by the Paying Agent and
the Depositor in a separate fee agreement. Upon such filing with the Securities
and Exchange Commission, the Paying Agent 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 Paying
Agent with respect to any liability, cost or expenses, including reasonable
attorneys' fees, arising from the Paying Agent'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 Paying Agent as a result of such liability in such amount as is
necessary to limit the Paying Agent's responsibility for any such payment to any
amount resulting from its own negligence or willful misconduct. The Paying Agent
shall have no responsibility to determine whether or not any filing may be
required and shall not have any responsibility to review or confirm in any way
the accuracy or the sufficiency of the contents of any such filing.

                   SECTION 8.18 Maintenance of Mortgage File.

                  Except for the release of items in the Mortgage File
contemplated by this Agreement, including, without limitation, as necessary for
the enforcement of the holder's rights and remedies under the related Mortgage
Loan, the Trustee covenants and agrees that it shall maintain each Mortgage File
in the State of Minnesota, and that it shall not move any Mortgage File outside
the State of Minnesota, other than as specifically provided for in this
Agreement, unless it shall first obtain and provide, at the expense of the
Trustee, an Opinion of Counsel to the Depositor and the Rating Agencies to the
effect that the Trustee's first priority interest in the Mortgage Notes has been
duly and fully perfected under the applicable laws and regulations of such other
jurisdiction.

                   SECTION 8.19 Companion Paying Agent.

                  (a)  The Paying Agent shall be the initial Companion
Paying Agent hereunder. The Companion Paying Agent undertakes to perform such
duties and only such duties as are specifically set forth herein. The Companion
Paying Agent shall promptly make available all reports delivered to it under
this Agreement to the Companion Holder.

                  (b)  No provision of this Agreement shall be construed to
relieve the Companion Paying Agent from liability for its own negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the
duties and obligations of the Companion Paying Agent shall be determined solely
by the express provisions of this Agreement, the Companion Paying Agent shall
not be liable except for the performance of such duties and obligations, no
implied covenants or obligations shall be read into this Agreement against the
Companion Paying Agent and, in the absence of bad faith on the part of the
Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to
the truth and correctness of the statements or conclusions expressed therein,
upon any resolutions, certificates, statements, opinions, reports, documents,
orders or other instrument furnished to the Companion Paying Agent by any Person
and which on their face do not contradict the requirements of this Agreement.

                  (c)  Upon the resignation or removal of the Paying Agent
pursuant to Article VIII of this Agreement, the Companion Paying Agent shall be
deemed simultaneously to resign or be removed.

                  (d)  This Section shall survive the termination of this
Agreement or the resignation or removal of the Companion Paying Agent, as
regards rights accrued prior to such resignation or removal.

                   SECTION 8.20 Companion Register.

                  The Companion Paying Agent shall maintain a register (the
"Companion Register") on which it will record the names and address of, and wire
transfer instructions for, the Companion Holder from time to time, to the extent
such information is provided in writing to it by the Companion Holder. The
initial Companion Holder, along with its name, address, wiring instructions and
tax identification number, is listed on Exhibit AA hereto. The Companion Holder
shall inform the Companion Paying Agent of the name, address, wiring
instructions and taxpayer identification number of any subsequent Companion
Holder upon any transfer of a Companion Loan. Upon the sale of a Companion Loan
or portion thereof, the transferring Companion Holder shall inform the Companion
Paying Agent in writing that such transfer has taken place and provide the
Companion Paying Agent with the name, address, wiring instructions and tax
identification number of the transferee. In the event the Companion Holder
transfers a Companion Loan without notice to the Companion Paying Agent, the
Companion Paying Agent shall have no liability for any misdirected payment in
the related Companion Loan and shall have no obligation to recover and redirect
such payment.

                  The Companion Paying Agent shall promptly provide the name and
address of the Companion Holder to any party hereto or any successor Companion
Holder upon written request and any such Person may, without further
investigation, conclusively rely upon such information. The Companion Paying
Agent shall have no liability to any Person for the provision of any such names
and addresses.

                   SECTION 8.21 Co-Lender Agreement.

                  On the Closing Date the Trustee is hereby directed to execute
each Co-Lender Agreement.


                                   ARTICLE IX

                                   TERMINATION

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

                  Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent (other than
the obligations of the Paying Agent on behalf of the Trustee to provide for and
make payments to Certificateholders as hereafter set forth) shall terminate upon
payment (or provision for payment) (i) to the Certificateholders of all amounts
held by or on behalf of the Paying Agent 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 at a price equal to (1) the aggregate Purchase Price of all the Mortgage Loans
included in REMIC I, plus (2) the appraised value of each REO Property, if any,
included in REMIC I, such appraisal to be conducted by an Independent Appraiser
selected by the Master Servicer and approved by the Trustee, minus (3) if the
purchaser is the Master Servicer, the aggregate amount of unreimbursed Advances
made by the Master Servicer, together with any interest accrued and payable to
the Master Servicer in respect of unreimbursed Advances in accordance with
Sections 3.03(d) and 4.03(d) and any unpaid Master Servicing Fees remaining
outstanding (which items shall be deemed to have been paid or reimbursed to the
Master Servicer in connection with such purchase), and (B) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in REMIC I, and (ii) to the Trustee, the Paying
Agent, the Master Servicer, the Special Servicer and the officers, directors,
employees and agents of each of them of all amounts which may have become due
and owing to any of them hereunder; provided, however, that in no event shall
the Trust Fund created hereby continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.

                  The obligations and responsibilities under this Agreement of
the Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Companion Paying Agent shall terminate with respect to any Companion Loan to the
extent (i) its related AB Mortgage Loan has been paid in full or is no longer
part of the Trust Fund and (ii) no amounts payable by the related Companion
Holder to or for the benefit of the Trust or any party hereto in accordance with
the related Co-Lender Agreement remain due and owing.

                  The Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder may at its option elect to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I as contemplated by
clause (i) of the preceding paragraph by giving written notice to the other
parties hereto no later than 60 days prior to the anticipated date of purchase;
provided, however, that (i) the aggregate Stated Principal Balance of the
Mortgage Pool 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 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 shall thereafter effect such
purchase in accordance with the terms hereof. If the Trust Fund is to be
terminated in connection with the Master Servicer's, the Special Servicer's or
the Majority Subordinate Certificateholder's purchase of all of the Mortgage
Loans and each REO Property remaining in REMIC I, the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder, as applicable,
shall deliver to the Paying Agent for deposit in the Distribution Account not
later than the P&I Advance Date relating to the Distribution Date on which the
final distribution on the Certificates is to occur an amount in immediately
available funds equal to the above-described purchase price. In addition, the
Master Servicer shall transfer to the Distribution Account all amounts required
to be transferred thereto on such P&I Advance Date from the Certificate Account
pursuant to the first paragraph of Section 3.04(b), together with any other
amounts on deposit in the Certificate Account that would otherwise be held for
future distribution. Upon confirmation that such final deposit has been made,
the Trustee shall release or cause to be released to the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder, as applicable, the
Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the Master
Servicer, the Special Servicer 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
Paying Agent 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, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on
the Certificates or (b) otherwise during the month of such final distribution on
or before the Determination Date in such month, in each case specifying (i) the
Distribution Date upon which the Trust Fund will terminate and final payment of
the Certificates will be made, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated. The Paying Agent shall give such notice to the Master
Servicer, the Special Servicer, the Trustee and the Depositor at the time such
notice is given to Certificateholders.

                  Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Paying Agent shall
distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts then on deposit in the Distribution Account that are allocable to
payments on the Class of Certificates so presented and surrendered. Amounts on
deposit in the Distribution Account as of the final Distribution Date, exclusive
of any portion thereof that would be payable to any Person in accordance with
clauses (ii) through (vi) of Section 3.05(b), including any portion thereof that
represents Prepayment Premiums and Yield Maintenance Charges, shall be (i)
deemed distributed in respect of the REMIC I Regular Interests and distributed
to the Class R-I Certificates in respect of the REMIC I Residual Interest in
accordance with Section 4.01(b) and Section 4.01(h) and (ii) distributed to the
REMIC II Certificates in the order of priority set forth in Section 4.01(a) and
Section 4.01(b), in each case, to the extent of remaining available funds.

                  On or after the Final Distribution Date, upon presentation and
surrender of the Class Z-I Certificates, the Paying Agent shall distribute to
the Class Z-I Certificateholders any amount then on deposit in the Additional
Interest Account that was paid on a First Union Mortgage Loan. On or after the
Final Distribution Date, upon presentation and surrender of the Class Z-II
Certificates, the Paying Agent shall distribute to the Class Z-II
Certificateholders any amount then on deposit in the Additional Interest Account
that was paid on a GACC Mortgage Loan.

                  Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held uninvested in trust and credited to the account or accounts of
the appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Paying Agent shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Paying Agent, directly or through an
agent, shall take such reasonable steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall
deem appropriate, and shall deal with all such unclaimed amounts in accordance
with applicable law. The costs and expenses of holding such funds in trust and
of contacting such Certificateholders following the first anniversary of the
delivery of such second notice to the non-tendering Certificateholders shall be
paid out of such funds. No interest shall accrue or be payable to any former
Holder on any amount held in trust hereunder.

                   SECTION 9.02 Additional Termination Requirements.

                  (a)  If the Master Servicer, the Special Servicer or the
Majority Subordinate Certificateholders purchase all of the Mortgage Loans and
each REO Property remaining in REMIC I as provided in Section 9.01, the Trust
Fund (and, accordingly, 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 the Paying
Agent and, in the case of the Depositor, to the Trustee, the Paying Agent and
the Master Servicer, an Opinion of Counsel, addressed to the Trustee and the
Paying Agent 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 REMIC I or REMIC II
as defined in Section 860F of the Code or cause REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificates are outstanding:

                     (i) the Paying Agent shall specify the first day in the
         90-day liquidation period in a statement attached to the final Tax
         Return for each of REMIC I 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 REMIC I to the Master Servicer,
         the Special Servicer or the Majority Subordinate Certificateholders, as
         applicable, for cash; and

                     (iii) at the time of the making of the final payment on the
         Certificates, the Paying Agent shall distribute or credit, or cause to
         be distributed or credited, to the Certificateholders in accordance
         with Section 9.01 all cash on hand (other than cash retained to meet
         claims), and each of REMIC I and REMIC II shall terminate at that time.

                  (b)  By their acceptance of Certificates, the Holders
thereof hereby agree to authorize the Paying Agent to specify the 90-day
liquidation period for each of 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 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, the Paying Agent or the Trustee shall (to the extent
within its control) permit the creation of any other "interests" in 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.

                  (d)  The related Plurality Residual Certificateholder as
to the applicable taxable year is hereby designated as the Tax Matters Person of
each of 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 REMIC I and REMIC II in the performance
of its duties as such.

                  (e)  Except as otherwise provided in Section 3.17(a) and
subsections (i) and (j) below, the REMIC Administrator shall pay out of its own
funds any and all routine tax administration expenses of the Trust Fund incurred
with respect to each of REMIC I and REMIC II (but not including any professional
fees or expenses related to audits or any administrative or judicial proceedings
with respect to the Trust Fund that involve the Internal Revenue Service or
state tax authorities, which extraordinary expenses shall be payable or
reimbursable to the Trustee from the Trust Fund unless otherwise provided in
Section 10.01(g) or 10.01(h)).

                  (f)  Within 30 days after the Closing Date, the REMIC
Administrator shall obtain taxpayer identification numbers for each of REMIC I
and REMIC II by preparing and filing Internal Revenue Service Forms SS-4 and
shall prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Trust Fund. In addition, the REMIC
Administrator shall prepare, cause the Trustee to sign and file all of the other
Tax Returns in respect of 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 REMIC I and REMIC II as is in its possession and reasonably requested
by the REMIC Administrator to enable it to perform its obligations under this
Article. Without limiting the generality of the foregoing, the Depositor, within
ten days following the REMIC Administrator's request therefor, shall provide in
writing to the REMIC Administrator such information as is reasonably requested
by the REMIC Administrator for tax purposes, as to the valuations and issue
prices of the Certificates, and the REMIC Administrator's duty to perform its
reporting and other tax compliance obligations under this Article X shall be
subject to the condition that it receives from the Depositor such information
possessed by the Depositor that is necessary to permit the REMIC Administrator
to perform such obligations.

                  (g)  The REMIC Administrator shall perform on behalf of
each of 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 REMIC I and REMIC II.

                  (h)  The REMIC Administrator shall perform its duties
hereunder so as to maintain the status of each of REMIC I and REMIC II as a
REMIC under the REMIC Provisions (and the Trustee, the Master Servicer and the
Special Servicer shall assist the REMIC Administrator to the extent reasonably
requested by the REMIC Administrator and to the extent of information within the
Trustee's, the Master Servicer's or the Special Servicer's possession or
control). None of the REMIC Administrator, Master Servicer, the Special
Servicer, or the Trustee shall knowingly take (or cause either REMIC I or REMIC
II to take) any action or fail to take (or fail to cause to be taken) any action
that, under the REMIC Provisions, if taken or not taken, as the case may be,
could (i) endanger the status of either REMIC I or REMIC II as a REMIC, or (ii)
except as provided in Section 3.17(a), result in the imposition of a tax upon
either REMIC I or REMIC II (including, but not limited to, the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code or the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code (any such
endangerment or imposition or, except as provided in Section 3.17(a), imposition
of a tax, an "Adverse REMIC Event")), unless the REMIC Administrator has
obtained or received an Opinion of Counsel (at the expense of the party
requesting such action or at the expense of the Trust Fund if the REMIC
Administrator seeks to take such action or to refrain from acting for the
benefit of the Certificateholders) to the effect that the contemplated action
will not result in an Adverse REMIC Event. The REMIC Administrator shall not
take any action or fail to take any action (whether or not authorized hereunder)
as to which the Master Servicer or the Special Servicer has advised it in
writing that either the Master Servicer or the Special Servicer has received or
obtained an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action. In addition, prior to taking any action with
respect to REMIC I or REMIC II, or causing either REMIC I or REMIC II to take
any action, that is not expressly permitted under the terms of this Agreement,
the Master Servicer and the Special Servicer shall consult with the REMIC
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur. Neither the Master Servicer nor the
Special Servicer shall take any such action or cause either REMIC I or REMIC II
to take any such action as to which the REMIC Administrator has advised it in
writing that an Adverse REMIC Event could occur, and neither the Master Servicer
nor the Special Servicer shall have any liability hereunder for any action taken
by it in accordance with the written instructions of the REMIC Administrator.
The REMIC Administrator may consult with counsel to make such written advice,
and the cost of same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the cost or expense of
the Trust Fund, the Trustee or the REMIC Administrator. At all times as may be
required by the Code, the REMIC Administrator shall make reasonable efforts to
ensure that substantially all of the assets of each of REMIC I and REMIC II will
consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.

                  (i)  If any tax is imposed on any of REMIC I or REMIC II,
including, without limitation, "prohibited transactions" taxes as defined in
Section 860F(a)(2) of the Code, any tax on "net income from foreclosure
property" as defined in Section 860G(c) of the Code, any taxes on contributions
to REMIC I or REMIC II after the Startup Day pursuant to Section 860G(d) of the
Code, and any other tax imposed by the Code or any applicable provisions of
State or Local Tax laws (other than any tax permitted to be incurred by the
Special Servicer pursuant to Section 3.17(a)), such tax, together with all
incidental costs and expenses (including, without limitation, penalties and
reasonable attorneys' fees), shall be charged to and paid by: (i) the REMIC
Administrator, if such tax arises out of or results from a breach by the REMIC
Administrator of any of its obligations under this Article X provided that no
liability shall be imposed upon the REMIC Administrator under this Clause if
another party has responsibility for payment of such tax under Clauses (iii) or
(v) of this Section; (ii) the Special Servicer, if such tax arises out of or
results from a breach by the Special Servicer of any of its obligations under
Article III or this Article X; (iii) the Master Servicer, if such tax arises out
of or results from a breach by the Master Servicer of any of its obligations
under Article III or this Article X; (iv) the Trustee or the Paying Agent,
respectively, if such tax arises out of or results from a breach by the Trustee
or the Paying Agent, respectively, 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 Trust Fund. Any such amounts
payable by the Trust Fund shall be paid by the Paying Agent upon the written
direction of the REMIC Administrator out of amounts on deposit in the
Distribution Account in reduction of the Available Distribution Amount pursuant
to Section 3.05(b).

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

                  (k)  Following the Startup Day, none of the Trustee, the
Master Servicer, the Paying Agent or the Special Servicer shall accept any
contributions of assets to REMIC I or REMIC II unless it shall have received an
Opinion of Counsel (at the expense of the party seeking to cause such
contribution and in no event at the expense of the Trust Fund, the Trustee or
the Paying Agent) to the effect that the inclusion of such assets in such REMIC
will not cause: (i) such REMIC to fail to qualify as a REMIC at any time that
any Certificates are outstanding; or (ii) the imposition of any tax on such
REMIC under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

                  (l)  None of the Trustee, the Master Servicer, the Paying
Agent or 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 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 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 or the Paying Agent)
to the effect that such sale, disposition, or acquisition will not cause: (x)
REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificates are outstanding; or (y) the imposition of any tax on REMIC I or
REMIC II under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

                  (m)  Except as permitted by Section 3.17(a), none of the
Trustee, the Master Servicer, the Paying Agent and the Special Servicer shall
enter into any arrangement by which REMIC I or REMIC II will receive a fee or
other compensation for services nor permit REMIC I or REMIC II to receive any
income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.

                   SECTION 10.02 Grantor Trust Administration.

                  (a)  The REMIC Administrator shall treat the Grantor
Trust, for tax return preparation purposes, as a grantor trust under the Code
and shall treat the Additional Interest, the Additional Interest Account and
amounts held from time to time in the Additional Interest Account that represent
Additional Interest as separate assets of the Grantor Trust, and not of 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
GACC Mortgage Loans and proceeds thereof.

                  (b)  The REMIC Administrator shall pay out of its own
funds any and all routine tax administration expenses of the Trust Fund incurred
with respect to the Grantor Trust (but not including any professional fees or
expenses related to audits or any administrative or judicial proceedings with
respect to the Trust Fund that involve the Internal Revenue Service or state tax
authorities which extraordinary expenses shall be payable or reimbursable to the
REMIC Administrator from the Trust Fund unless otherwise provided in Section
10.02(e) or 10.02(f)).

                  (c)  The REMIC Administrator shall prepare, cause the
Trustee to sign and file when due all of the Tax Returns in respect of the
Grantor Trust. The expenses of preparing and filing such returns shall be borne
by the REMIC Administrator without any right of reimbursement therefor. The
other parties hereto shall provide on a timely basis to the REMIC Administrator
or its designee such information with respect to the Grantor Trust as is in its
possession and reasonably requested by the REMIC Administrator to enable it to
perform its obligations under this Section 10.02. Without limiting the
generality of the foregoing, the Depositor, within ten days following the REMIC
Administrator's request therefor, shall provide in writing to the REMIC
Administrator such information as is reasonably requested by the REMIC
Administrator for tax purposes, and the REMIC Administrator's duty to perform
its reporting and other tax compliance obligations under this Section 10.02
shall be subject to the condition that it receives from the Depositor such
information possessed by the Depositor that is necessary to permit the REMIC
Administrator to perform such obligations.

                  (d)  The REMIC Administrator shall furnish or cause to be
furnished to the Class Z-I and Class Z-II Certificateholders on the cash or
accrual method of accounting, as applicable, such information as to their
respective portions of the income and expenses of the Grantor Trust as may be
required under the Code, and shall perform on behalf of the Grantor Trust all
reporting and other tax compliance duties that are required in respect thereof
under the Code, the Grantor Trust Provisions or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority.

                  (e)  The REMIC Administrator shall perform its duties
hereunder so as to maintain the status of the Grantor Trust as a grantor trust
under the Grantor Trust Provisions (and the Trustee, the Master Servicer and the
Special Servicer shall assist the REMIC Administrator to the extent reasonably
requested by the REMIC Administrator and to the extent of information within the
Trustee's, the Master Servicer's or the Special Servicer's possession or
control). None of the REMIC Administrator, Master Servicer, the Special Servicer
or the Trustee shall knowingly take (or cause the Grantor Trust to take) any
action or fail to take (or fail to cause to be taken) any action that, under the
Grantor Trust Provisions, if taken or not taken, as the case may be, could
endanger the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (any such endangerment of grantor trust status, an "Adverse
Grantor Trust Event"), unless the REMIC Administrator has obtained or received
an Opinion of Counsel (at the expense of the party requesting such action or at
the expense of the Trust Fund if the REMIC Administrator seeks to take such
action or to refrain from taking any action for the benefit of the
Certificateholders) to the effect that the contemplated action will not result
in an Adverse Grantor Trust Event. None of the other parties hereto shall take
any action or fail to take any action (whether or not authorized hereunder) as
to which the REMIC Administrator has advised it in writing that the REMIC
Administrator has received or obtained an Opinion of Counsel to the effect that
an Adverse Grantor Trust Event could result from such action or failure to act.
In addition, prior to taking any action with respect to the Grantor Trust, or
causing the Trust Fund to take any action, that is not expressly permitted under
the terms of this Agreement, the Master Servicer and the Special Servicer shall
consult with the REMIC Administrator or its designee, in writing, with respect
to whether such action could cause an Adverse Grantor Trust Event to occur.
Neither the Master Servicer nor the Special Servicer shall have any liability
hereunder for any action taken by it in accordance with the written instructions
of the REMIC Administrator. The REMIC Administrator may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement, but in no
event at the cost or expense of the Trust Fund, the REMIC Administrator or the
Trustee. Under no circumstances may the REMIC Administrator vary the assets of
the Grantor Trust so as to take advantage of variations in the market so as to
improve the rate of return of Holders of the Class Z-I and Class Z-II
Certificates.

                  (f)  If any tax is imposed on the Grantor Trust, such tax,
together with all incidental costs and expenses (including, without limitation,
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the REMIC Administrator, if such tax arises out of or results from a breach by
the REMIC Administrator of any of its obligations under this Section 10.02; (ii)
the Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.02; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.02; (iv) the Trustee or the Paying Agent, respectively, if such
tax arises out of or results from a breach by the Trustee or the Paying Agent,
respectively, 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, the Paying Agent and the Trustee, without the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct, modify or
supplement any provision herein which may be inconsistent with any other
provision herein, (iii) to add any other provisions with respect to matters or
questions arising hereunder which shall not be inconsistent with the provisions
hereof, (iv) to relax or eliminate any requirement hereunder imposed by the
REMIC Provisions if the REMIC Provisions are amended or clarified such that any
such requirement may be relaxed or eliminated, or (v) if such amendment, as
evidenced by an Opinion of Counsel (at the expense of the Trust Fund, in the
case of any amendment requested by the Master Servicer or Special Servicer that
protects or is in furtherance of the interests of the Certificateholders, and
otherwise at the expense of the party seeking such amendment) delivered to the
Master Servicer, the Special Servicer, the Paying Agent 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 either
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, the Paying Agent and the
Trustee, adversely affect in any material respect the interests of any
Certificateholder; and provided further that the Master Servicer, the Special
Servicer, the Paying Agent 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,
the Paying Agent 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, the Paying Agent and the Trustee,
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner other than as described in (i) without the
consent of the Holders of all Certificates of such Class, (iii) modify the
provisions of this Section 11.01 without the consent of the Holders of all
Certificates then outstanding, (iv) modify the provisions of Section 3.20
without the consent of the Holders of Certificates entitled to all of the Voting
Rights or (v) modify the definition of Servicing Standard or the specified
percentage of Voting Rights which are required to be held by Certificateholders
to consent or not to object to any particular action pursuant to any provision
of this Agreement without the consent of the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.01,
Certificates registered in the name of the Depositor or any Affiliate of the
Depositor shall be entitled to the same Voting Rights with respect to matters
described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing
duties with respect to any of the Mortgage Loans.

                  (c)  Notwithstanding any contrary provision of this
Agreement, neither the Trustee nor the Paying Agent shall 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, the Paying Agent or the Special Servicer in accordance with
such amendment will not result in the imposition of a tax on either REMIC I or
REMIC II pursuant to the REMIC Provisions or on the Grantor Trust or cause
either 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 Paying Agent 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 Paying Agent may prescribe.

                  (f)  Each of the Master Servicer, the Special Servicer,
the Paying Agent 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,
the Paying Agent or the Trustee requests any amendment of this Agreement that
protects or is in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to
Section 11.01(a) or (c) shall be payable out of the Certificate Account or the
Distribution Account pursuant to Section 3.05.

                   SECTION 11.02 Recordation of Agreement; Counterparts.

                  (a)  To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for real
property records in all the counties or other comparable jurisdictions in which
any or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund, but only upon
direction accompanied by an Opinion of Counsel (the cost of which may be paid
out of the Certificate Account pursuant to Section 3.05(a)) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders; provided, however, that the Trustee shall have no obligation
or responsibility to determine whether any such recordation of this Agreement is
required.

                  (b)  For the purpose of facilitating the recordation of
this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

                   SECTION 11.03 Limitation on Rights of Certificateholders.

                  (a)  The death or incapacity of any Certificateholder
shall not operate to terminate this Agreement or the Trust Fund, nor entitle
such Certificateholder's legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding up
of the Trust Fund, nor otherwise affect the rights, obligations and liabilities
of the parties hereto or any of them.

                  (b)  No Certificateholder shall have any right to vote
(except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties
hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third party by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

                  (c)  No Certificateholder shall have any right by virtue
of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement or any
Mortgage Loan, unless, with respect to any suit, action or proceeding upon or
under or with respect to this Agreement, such Holder previously shall have given
to the Trustee and the Paying Agent a written notice of default hereunder, and
of the continuance thereof, as hereinbefore provided, and unless also (except in
the case of a default by the Trustee) the Holders of Certificates entitled to at
least 25% of the Voting Rights shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates shall have any right in any
manner whatsoever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, which priority or preference is not otherwise provided for
herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section, each and every Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

                   SECTION 11.04 Governing Law.

                  This Agreement and the Certificates shall be construed in
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed in said State, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.

                   SECTION 11.05 Notices.

                  Any communications provided for or permitted hereunder shall
be in writing and, unless otherwise expressly provided herein, shall be deemed
to have been duly given when delivered to: (i) in the case of the Depositor,
First Union Commercial Mortgage Securities, Inc., 201 South College Street,
Charlotte, North Carolina 28228, Attention: William J. Cohane, Director,
facsimile number: 704-383-7639; (ii) in the case of the Master Servicer, First
Union National Bank, NC 1075, 8739 Research Drive URP4, Charlotte, North
Carolina 28262-1075, Attention: First Union National Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C3, facsimile
number: 704-593-7735; (iii) in the case of the Special Servicer, Lennar
Partners, Inc., 760 NW 107TH Avenue, Miami, Florida 33172, Attention: First
Union National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2001-C3, 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-C3, facsimile number
410-884-2360, (v) in the case of the Paying Agent, LaSalle Bank National
Association, 135 S. LaSalle Street, Suite 1625, Chicago, Illinois 60603,
Attention: Asset-Backed Securities Trust Services Group-First Union National
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2001-C3, facsimile number 312-904-2084, (vi) 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,
Deutsche Banc Alex. Brown Inc., 1301 Avenue of the Americas, 8th Floor, New
York, New York 10019, Attention: Jeff Welch, facsimile number 212-469-8172; and
ABN AMRO Incorporated, 55 East 52nd Street, New York, New York 10055, Attention:
Frank Forelle, facsimile number 212 409-7849, (vii) in the case of the Rating
Agencies, (A) Fitch, Inc., One State Street Plaza, New York, New York 10041,
Attention: Commercial Mortgage-Backed Securities, facsimile number 212-635-0295;
and (B) S&P Ratings Services, 55 Water Street, New York, New York 10041-0003
Attention: CMBS Surveillance Group, facsimile number 212-438-2662, or as to each
such Person such other address as may hereafter be furnished by such Person to
the parties hereto in writing. Any communication required or permitted to be
delivered to a Certificateholder shall be deemed to have been duly given when
mailed first class, postage prepaid, to the address of such Holder as shown in
the Certificate Register.

                   SECTION 11.06 Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                   SECTION 11.07 Grant of a Security Interest.

                  The Depositor intends that the conveyance of the Depositor's
right, title and interest in and to the Mortgage Loans pursuant to this
Agreement shall constitute a sale and not a pledge of security for a loan. If
such conveyance is deemed to be a pledge of security for a loan, however, the
Depositor intends that the rights and obligations of the parties to such loan
shall be established pursuant to the terms of this Agreement. The Depositor also
intends and agrees that, in such event, the Depositor shall be deemed to have
granted to the Trustee (in such capacity) a first priority security interest in
the Depositor's entire right, title and interest in and to the assets
constituting the Trust Fund.

                   SECTION 11.08 Streit Act.

                  Any provisions required to be contained in this Agreement by
Section 126 of Article 4-A of the New York Real Property Law are hereby
incorporated herein, and such provisions shall be in addition to those conferred
or imposed by this Agreement; provided, however, that to the extent that such
Section 126 shall not have any effect, and if said Section 126 should at any
time be repealed or cease to apply to this Agreement or be construed by judicial
decision to be inapplicable, said Section 126 shall cease to have any further
effect upon the provisions of this Agreement. In case of a conflict between the
provisions of this Agreement and any mandatory provisions of Article 4-A of the
New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail, provided that if said Article 4-A shall not apply to this Agreement,
should at any time be repealed, or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, such mandatory provisions of
such Article 4-A shall cease to have any further effect upon the provisions of
this Agreement.

                   SECTION 11.09 Successors and Assigns; Beneficiaries.

                  The provisions of this Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the
Certificateholders. This Agreement may not be amended in any manner that would
adversely affect the rights of any third party beneficiary hereof without its
consent. No other person, including, without limitation, any Mortgagor, shall be
entitled to any benefit or equitable right, remedy or claim under this
Agreement.

                   SECTION 11.10 Article and Section Headings.

                  The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

                   SECTION 11.11 Notices to Rating Agencies.

                  (a)  The Paying Agent shall promptly provide notice to
each Rating Agency and the Controlling Class Representative with respect to each
of the following of which it has actual knowledge:

                (i)     any material change or amendment to this Agreement;

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

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

                (iv)    the repurchase of Mortgage Loans by either of the
                        Mortgage Loan Sellers pursuant to the First Union
                        Mortgage Loan Purchase Agreement, the GACC Mortgage Loan
                        Purchase Agreement or the LaSalle 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 Paying Agent shall (i) make available to each Rating
Agency and the Controlling Class Representative, upon reasonable notice, the
items described in Section 3.15(a) and (ii) promptly deliver to each Rating
Agency and the Controlling Class Representative a copy of any notices given
pursuant to Section 7.03(a) or Section 7.03(b).

                   (f) Each of the Trustee, the Paying Agent, 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, the Paying Agent or the Trustee
shall deliver to any Underwriter any report prepared by such party hereunder
upon request.

                   SECTION 11.12 Complete Agreement.

                  This Agreement embodies the complete agreement among the
parties and may not be varied or terminated except by a written agreement
conforming to the provisions of Section 11.01. All prior negotiations or
representations of the parties are merged into this Agreement and shall have no
force or effect unless expressly stated herein.


<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused their names
to be signed hereto by their respective officers thereunto duly authorized, in
each case as of the day and year first above written.


                            FIRST UNION COMMERCIAL
                                MORTGAGE SECURITIES, INC.
                                Depositor


                            By: /s/ William J. Cohane
                                -----------------------------------------------
                                Name:  William J. Cohane
                                Title: Vice President


                            FIRST UNION NATIONAL BANK,
                                Master Servicer


                            By: /s/ Scott R. Rossbach
                                -----------------------------------------------
                                Name:  Scott R. Rossbach
                                Title: Asst. Vice President


                            LENNAR PARTNERS, INC.
                                Special Servicer


                            By: /s/ Ronald E. Schrager
                                -----------------------------------------------
                                Name:  Ronald E. Schrager
                                Title: Vice President


                            WELLS FARGO BANK MINNESOTA, N.A.,
                                Trustee


                            By: /s/ Leslie A. Meyer
                                -----------------------------------------------
                                Name:  Leslie A. Meyer
                                Title: Vice President


                            LASALLE BANK NATIONAL ASSOCIATION,
                                Paying Agent


                            By: /s/ Brian D. Ames
                                -----------------------------------------------
                                Name:  Brian D. Ames
                                Title: Vice President

<PAGE>




                                   EXHIBIT A-1

                          FORM OF CLASS A-1 CERTIFICATE

             CLASS A-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class
                                         A-1 Certificates as of the Closing
                                         Date: $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [______]                of this Class A-1 Certificate as of
                                         the Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date:  [_____]                   Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date:  [______]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [___________] OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN
INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-2 AND THE CLASS A-3 CERTIFICATES MAY BE
REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class A-1 Certificate (obtained by
dividing the principal amount of this Class A-1 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among First
Union Commercial Mortgage Securities, Inc. (herein called the "Depositor", which
term includes any successor entity under the Agreement), First Union National
Bank (herein called the "Master Servicer", which term includes any successor
entity under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class A-1 Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class A-1 Certificates will be made by the Paying Agent, by
wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Paying Agent with
wiring instructions no less than five Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions), or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class A-1 Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class A-1 Certificates are exchangeable for new Class A-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-1 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-1
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative


<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative


<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                   EXHIBIT A-2

                          FORM OF CLASS A-2 CERTIFICATE

             CLASS A-2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class
                                         A-2 Certificates as of the Closing
                                         Date: $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [____]                  of this Class A-2 Certificate as of
                                         the Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date:  [_____]                   Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date:  [____]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-1 AND THE CLASS A-3 CERTIFICATES MAY BE
REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class A-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),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class A-2 Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class A-2 Certificates will be made by the Paying Agent, by
wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Paying Agent with
wiring instructions no less than five Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions), or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-2 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class A-2 Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class A-2 Certificates are exchangeable for new Class A-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-2 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-2
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the 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, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                   EXHIBIT A-3

                          FORM OF CLASS A-3 CERTIFICATE

             CLASS A-3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class
                                         A-3 Certificates as of the Closing
                                         Date: $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [____]                  of this Class A-3 Certificate as of
                                         the Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [___]                      Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [____]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-1 AND THE CLASS A-2 CERTIFICATES MAY BE
REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class A-3 Certificate (obtained by
dividing the principal amount of this Class A-3 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-3 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-3 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),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class A-3 Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class A-3 Certificates will be made by the Paying Agent, by
wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Paying Agent with
wiring instructions no less than five Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions), or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent 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-3 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-3 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-3 Certificates are exchangeable for new Class A-3 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-3 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-3 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-3
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-3
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, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-3 Certificates referred to in the
within-mentioned Agreement.


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.


<PAGE>



                                   EXHIBIT A-4

                         FORM OF CLASS IO-I CERTIFICATE

            CLASS IO-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]                  Aggregate Certificate Notional Amount
                                         of all Class IO-I Certificates as of
                                         the Closing Date: $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement:  as of [__]                   Class IO-I Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [____]                     Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [____]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, 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 [________] 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), LaSalle Bank National
Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class IO-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 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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class IO-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, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                   EXHIBIT A-5

                         FORM OF CLASS IO-II CERTIFICATE

            CLASS IO-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]                  Aggregate Certificate Notional Amount
                                         of all Class IO-II Certificates as of
                                         the Closing Date: $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement:  as of [__]                   Class IO-II Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [_____]                    Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [_____]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, 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 [________] 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), LaSalle Bank National
Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire transfer
of immediately available funds to the account of the Person entitled thereto at
a bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class IO-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 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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class IO-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, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                   EXHIBIT A-6

                           FORM OF CLASS B CERTIFICATE

              CLASS B COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class B
                                         Certificates as of the Closing Date:
                                         $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of [__]                   of this Class B Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [____]                     Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [____]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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 AND CLASS A-3 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 AND CLASS P
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class B Certificate (obtained by dividing
the principal amount of this Class B Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class B Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class B
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class B Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class B Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class B
Certificates are exchangeable for new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Class B Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class B
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class B
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                   EXHIBIT A-7

                           FORM OF CLASS C CERTIFICATE

              CLASS C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class C
                                         Certificates as of the Closing Date:
                                         $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of [__]                   of this Class C Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [___]                      Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [___]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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 CLASS A-3 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 AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class C Certificate (obtained by dividing
the principal amount of this Class C Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class C Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class C
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class C Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class C Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class C
Certificates are exchangeable for new Class C Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Class C Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class C
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class C
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                   EXHIBIT A-8

                           FORM OF CLASS D CERTIFICATE

              CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class D
                                         Certificates as of the Closing Date:
                                         $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of [__]                   of this Class D Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date:  [__]                      Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [___]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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 A-3 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 AND CLASS P CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class D Certificate (obtained by dividing
the principal amount of this Class D Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class D Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class D
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class D Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class D Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class D
Certificates are exchangeable for new Class D Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Class D Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class D
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Special Servicer or the Majority
Subordinate Certificateholder at a price determined as provided in the Agreement
of all Mortgage Loans and each REO Property remaining in the Trust Fund. The
Agreement permits, but does not require, the Master Servicer, the Special
Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein. The
exercise of such right will effect early retirement of the Class D Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Closing Date
specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                   EXHIBIT A-9

                           FORM OF CLASS E CERTIFICATE

              CLASS E COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class E
                                         Certificates as of the Closing Date:
                                         $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [____]                  of this Class E Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [____]                     Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [___]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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 A-3 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 AND CLASS P CERTIFICATES OF THE
SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class E Certificate (obtained by dividing
the principal amount of this Class E Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class E Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class E
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class E Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class E Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class E
Certificates are exchangeable for new Class E Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No service charge will be imposed for any registration of transfer
or exchange of Class E Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class E
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class E
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                  EXHIBIT A-10

                           FORM OF CLASS F CERTIFICATE

              CLASS F COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class F
                                         Certificates as of the Closing Date:
                                         $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [____]                  of this Class F Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [___]                      Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [____]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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 A-3 CERTIFICATES, THE CLASS B
CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES AND CLASS E
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS G, CLASS
H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES
OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class F Certificate (obtained by dividing
the principal amount of this Class F Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class F Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class F
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class F Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class F Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class F
Certificates are exchangeable for new Class F Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No 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 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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class F
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                 EXHIBIT A-11

                           FORM OF CLASS G CERTIFICATE

            CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class G
                                         Certificates as of the Closing Date:
                                         $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [___]                   of this Class G Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [___]                      Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [___]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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 A-3 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 AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class G Certificate (obtained by dividing
the principal amount of this Class G Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class G Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class G
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class G Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class G Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class G
Certificates are exchangeable for new Class G Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class G Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class G Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class G Certificate without
registration or qualification. Any Class G Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class G Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class G Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class G
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class G
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                  EXHIBIT A-12

                           FORM OF CLASS H CERTIFICATE

              CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class H
                                         Certificates as of the Closing Date:
                                         $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [____]                  of this Class H Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [____]                     Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date[__]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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 A-3 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 AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY
CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class H Certificate (obtained by dividing
the principal amount of this Class H Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class H Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class H
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class H Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class H Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class H
Certificates are exchangeable for new Class H Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class H Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class H Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class H Certificate without
registration or qualification. Any Class H Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class H Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class H Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class H
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class H
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                  EXHIBIT A-13

                           FORM OF CLASS J CERTIFICATE

              CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class J
                                         Certificates as of the Closing Date:
                                         $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [___]                   of this Class J Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [___]                      Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [__]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED,
AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 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 AND CLASS P CERTIFICATES OF THE SAME SERIES IS
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class J Certificate (obtained by dividing
the principal amount of this Class J Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class J Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class J
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class J Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class J Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class J
Certificates are exchangeable for new Class J Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class J Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class J Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class J Certificate without
registration or qualification. Any Class J Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class J Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class J Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class J
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class J
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                  EXHIBIT A-14

                           FORM OF CLASS K CERTIFICATE

              CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class K
                                         Certificates as of the Closing Date:
                                         $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [___]                   of this Class K Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [___]                      Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [____]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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 A-3 CERTIFICATES, THE CLASS B
CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E
CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H
CERTIFICATES AND THE CLASS J CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class K Certificate (obtained by dividing
the principal amount of this Class K Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class K Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class K
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class K Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class K Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class K
Certificates are exchangeable for new Class K Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class K Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class K Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class K Certificate without
registration or qualification. Any Class K Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class K Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class K Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class K
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class K
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                  EXHIBIT A-15

                           FORM OF CLASS L CERTIFICATE

              CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class L
                                         Certificates as of the Closing Date:
                                         $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [___]                   of this Class L Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [___]                      Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [___]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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 A-3 CERTIFICATES, THE CLASS B
CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E
CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H
CERTIFICATES, THE CLASS J CERTIFICATES AND THE CLASS K CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS M, CLASS N, CLASS O AND
CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND
EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class L Certificate (obtained by dividing
the principal amount of this Class L Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class L Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class L
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class L Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class L Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class L
Certificates are exchangeable for new Class L Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class L Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class L Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class L Certificate without
registration or qualification. Any Class L Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class L Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class L Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class L
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class L
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                  EXHIBIT A-16

                           FORM OF CLASS M CERTIFICATE

              CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class M
                                         Certificates as of the Closing Date:
                                         $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [___]                   of this Class M Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [____]                     Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [___]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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 A-3 CERTIFICATES, THE CLASS B
CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E
CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H
CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES AND THE CLASS L
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS N, CLASS O
AND CLASS P CERTIFICATES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class M Certificate (obtained by dividing
the principal amount of this Class M Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class M Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class M
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class M Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class M Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class M
Certificates are exchangeable for new Class M Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class M Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class M Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class M Certificate without
registration or qualification. Any Class M Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class M Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class M Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class M
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class M
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                  EXHIBIT A-17

                           FORM OF CLASS N CERTIFICATE

              CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class N
                                         Certificates as of the Closing Date:
                                         $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [___]                   of this Class N Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [___]                      Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [___]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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 A-3 CERTIFICATES, THE CLASS B
CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E
CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H
CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L
CERTIFICATES AND THE CLASS M CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF
THE CLASS O AND CLASS P CERTIFICATES IS REDUCED TO ZERO, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND
EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class N Certificate (obtained by dividing
the principal amount of this Class N Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class N Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class N
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class N Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class N Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class N
Certificates are exchangeable for new Class N Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class N Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class N Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class N Certificate without
registration or qualification. Any Class N Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class N Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class N Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class N
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class N
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>



                                  EXHIBIT A-18

                           FORM OF CLASS O CERTIFICATE

              CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class O
                                         Certificates as of the Closing Date:
                                         $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [___]                   of this Class O Certificate as of the
                                         Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date: [___]                      Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date: [__]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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 A-3 CERTIFICATES, THE CLASS B
CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E
CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H
CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L
CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS N CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS P CERTIFICATES IS REDUCED
TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY
CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class O Certificate (obtained by dividing
the principal amount of this Class O Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class O Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class O
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class O Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class O Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class O
Certificates are exchangeable for new Class O Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class O Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class O Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class O Certificate without
registration or qualification. Any Class O Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class O Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class O Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class O
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class O
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.


<PAGE>



                                  EXHIBIT A-19

                           FORM OF CLASS P CERTIFICATE

              CLASS P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate: [__]% per annum       Class Principal Balance of the Class
                                         P Certificates as of the Closing
                                         Date: $[__]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of [______]                of this Class P Certificate as of
                                         the Closing Date: $[__]
--------------------------------------------------------------------------------

Closing Date:  [_____]                   Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date:  [______]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 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.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 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, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED
BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class P Certificate (obtained by dividing
the principal amount of this Class P Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class P Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class P
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class P Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class P Certificates will be made by the Paying Agent, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class P Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            The Class P Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class P
Certificates are exchangeable for new Class P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

            No transfer of any Class P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class P Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class P Certificate without
registration or qualification. Any Class P Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class P Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class P Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class P
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class P
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.




<PAGE>

                                 EXHIBIT A-20

                          FORM OF CLASS R-I CERTIFICATE

           CLASS R-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement: as of [______]                Class R-I Certificate:  [__]
--------------------------------------------------------------------------------

Closing Date:  [_____]                   Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date:  [______]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, 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 A-3, 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 AND CLASS P CERTIFICATES
OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED
TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY (EACH, A "PLAN").

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

            This certifies that [______________________] is the registered owner
of the Percentage Interest evidenced by this Class R-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),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount, if any,
required to be distributed to the Holders of the Class R-I Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on this Class R-I Certificate will be made by check mailed
to the address of the Person entitled thereto, as such name and address appear
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Class R-I Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-I Certificates are exchangeable for new
Class R-I Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class R-I Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-I Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance thereof or the initial transfer thereof by the
Depositor, the Underwriters or their affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the
effect that such transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class R-I Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class R-I Certificate without
registration or qualification. Any Class R-I Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class R-I Certificate
agrees to, indemnify the Trustee, the Certificate Registrar and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No transfer of this Class R-I Certificate or any interest therein
shall be made to (A) a Plan or (B) any Person who is directly or indirectly
purchasing the Class R-I Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan (including, without
limitation, any insurance company using assets in its general or separate
account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-I Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

            This Certificate represents an interest in the "residual interest"
in REMIC 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 Paying Agent, under clause
(ii)(A) of such Section 5.02(d) to deliver payments to a Person other than such
Person and to have irrevocably authorized the Certificate Registrar under clause
(ii)(B) of such Section 5.02(d) to negotiate the terms of any mandatory sale and
to execute all instruments of Transfer and to do all other things necessary in
connection with any such sale. Each Person holding or acquiring any Ownership
Interest in this Certificate must be a Permitted Transferee and shall promptly
notify the Master Servicer, the Paying Agent and the Certificate Registrar of
any change or impending change in its status as a Permitted Transferee. In
connection with any proposed Transfer of any Ownership Interest in this
Certificate, the Certificate Registrar shall require delivery to it, and shall
not register the Transfer of this Certificate until its receipt of, an affidavit
and agreement substantially in the form attached as Exhibit I-1 to the Agreement
(a "Transfer Affidavit and Agreement") from the proposed Transferee, in form and
substance satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in this Certificate as a
nominee, trustee or agent for any Person that is not a Permitted Transferee,
that for so long as it retains its Ownership Interest in this Certificate, it
will endeavor to remain a Permitted Transferee, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if a Responsible Officer of the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, no
Transfer of an Ownership Interest in this Certificate to such proposed
Transferee shall be effected. The proposed Transferor must also state in the
Transfer Affidavit and Agreement that (A) it has historically paid its debts as
they have come due and intends to continue to pay its debts as they come due in
the future, (B) it understands that it may incur tax liabilities with respect to
this certificate in excess of cash flows generated thereby, (C)it intends to pay
any taxes associated with holding this certificate as they become due, and (D)
it will not transfer this certificate to any person or entity that does not
provide a similar affidavit. Any purported transfer to a disqualified
organization or other person that is not a permitted transferee or otherwise in
violation of these restrictions shall be absolutely null and void and shall vest
no rights in any purported transferee. If this certificate represents a
"non-economic residual interest", as defined in Treasury Regulations Section
1.860E-1(c), transfers of this certificate may be disregarded for federal income
tax purposes. In order to satisfy a regulatory safe harbor under which such
transfers will not be disregarded, the transferor may be required, among other
things, to satisfy itself as to the financial condition of the proposed
transferee and either to transfer at a minimum price or to an eligible
transferee as specified in regulations.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit I-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Master Servicer and the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Certificate Registrar and the Master Servicer the following: (a) written
confirmation from each Rating Agency to the effect that the modification of,
addition to or elimination of such provisions will not cause such Rating Agency
to qualify, downgrade or withdraw its then-current ratings of any Class of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, obtained at the expense of
the party seeking such modification of, addition to or elimination of such
provisions (but in no event at the expense of the Trust Fund), to the effect
that such modification of, addition to or elimination of such provisions will
not cause the Trust Fund to (x) cease to qualify as 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 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 Paying Agent 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, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Closing Date
specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>

                                 EXHIBIT A-21

                         FORM OF CLASS R-II CERTIFICATE

           CLASS R-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement: as of [______]                Class R-II Certificate:  [__]
--------------------------------------------------------------------------------

Closing Date:  [_____]                   Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date:  [______]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., LASALLE
BANK NATIONAL ASSOCIATION, 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 A-3, 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 AND CLASS P CERTIFICATES
OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED
TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY (EACH, A "PLAN").

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

            This certifies that [__________________________] is the registered
owner of the Percentage Interest evidenced by this Class R-II Certificate (as
specified above) in that certain beneficial ownership interest evidenced by all
the Class R-II Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among First
Union Commercial Mortgage Securities, Inc. (herein called the "Depositor", which
term includes any successor entity under the Agreement), First Union National
Bank (herein called the "Master Servicer", which term includes any successor
entity under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount, if any,
required to be distributed to the Holders of the Class R-II Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on this Class R-II Certificate will be made by check mailed
to the address of the Person entitled thereto, as such name and address appear
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

            The Class R-II Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-II Certificates are exchangeable for new
Class R-II Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class R-II Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-II Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance thereof or the initial transfer thereof by the
Depositor, the Underwriters or their affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the
effect that such transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class R-II Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class R-II
Certificate without registration or qualification. Any Class R-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-II Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

            No transfer of this Class R-II Certificate or any interest therein
shall be made to (A) a Plan or (B) any Person who is directly or indirectly
purchasing the Class R-II Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan (including, without
limitation, any insurance company using assets in its general or separate
account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-II Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

            This Certificate represents an interest in the "residual interest"
in REMIC II, as defined in the Agreement. Each Person who has or who acquires
any Ownership Interest in this Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
provisions of Section 5.02(d) of the Agreement and, if any purported Transferee
shall become a Holder of this Certificate in violation of the provisions of such
Section 5.02(d), to have irrevocably authorized the Paying Agent, under clause
(ii)(A) of such Section 5.02(d) to deliver payments to a Person other than such
Person and to have irrevocably authorized the Certificate Registrar under clause
(ii)(B) of such Section 5.02(d) to negotiate the terms of any mandatory sale and
to execute all instruments of Transfer and to do all other things necessary in
connection with any such sale. Each Person holding or acquiring any Ownership
Interest in this Certificate must be a Permitted Transferee and shall promptly
notify the Master Servicer, the Paying Agent and the Certificate Registrar of
any change or impending change in its status as a Permitted Transferee. In
connection with any proposed Transfer of any Ownership Interest in this
Certificate, the Certificate Registrar shall require delivery to it, and shall
not register the Transfer of this Certificate until its receipt of, an affidavit
and agreement substantially in the form attached as Exhibit I-1 to the Agreement
(a "Transfer Affidavit and Agreement") from the proposed Transferee, in form and
substance satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in this Certificate as a
nominee, trustee or agent for any Person that is not a Permitted Transferee,
that for so long as it retains its Ownership Interest in this Certificate, it
will endeavor to remain a Permitted Transferee, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if a Responsible Officer of the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, no
Transfer of an Ownership Interest in this Certificate to such proposed
Transferee shall be effected. The proposed Transferor must also state in the
Transfer Affidavit and Agreement that (A) it has historically paid its debts as
they have come due and intends to continue to pay its debts as they come due in
the future, (B) it understands that it may incur tax liabilities with respect to
this certificate in excess of cash flows generated thereby, (C)it intends to pay
any taxes associated with holding this certificate as they become due, and (D)
it will not transfer this certificate to any person or entity that does not
provide a similar affidavit. Any purported transfer to a disqualified
organization or other person that is not a permitted transferee or otherwise in
violation of these restrictions shall be absolutely null and void and shall vest
no rights in any purported transferee. If this certificate represents a
"non-economic residual interest", as defined in Treasury Regulations Section
1.860E-1(c), transfers of this certificate may be disregarded for federal income
tax purposes. In order to satisfy a regulatory safe harbor under which such
transfers will not be disregarded, the transferor may be required, among other
things, to satisfy itself as to the financial condition of the proposed
transferee and either to transfer at a minimum price or to an eligible
transferee as specified in regulations.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit I-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Master Servicer and the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Certificate Registrar and the Master Servicer the following: (a) written
confirmation from each Rating Agency to the effect that the modification of,
addition to or elimination of such provisions will not cause such Rating Agency
to qualify, downgrade or withdraw its then-current ratings of any Class of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, obtained at the expense of
the party seeking such modification of, addition to or elimination of such
provisions (but in no event at the expense of the Trust Fund), to the effect
that such modification of, addition to or elimination of such provisions will
not cause the Trust Fund to (x) cease to qualify as 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 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 Paying Agent 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, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Closing Date
specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.


            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.




<PAGE>

                                 EXHIBIT A-22

                          FORM OF CLASS Z-I CERTIFICATE

           CLASS Z-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement: as of [______]                Class Z-I Certificate:  [__]
--------------------------------------------------------------------------------

Closing Date:  [_____]                   Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date:  [______]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF 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., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE 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 [__________________________] 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),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by
wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Paying Agent with
wiring instructions no less than five Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions), or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries of Additional Interest payable on First Union
Mortgage Loans, all as more specifically set forth herein and in the Agreement.

            The Class Z-I Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class Z-I Certificates are exchangeable for new
Class Z-I Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class Z-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Z-I Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class Z-I Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class Z-I Certificate without
registration or qualification. Any Class Z-I Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class Z-I Certificate
agrees to, indemnify the Trustee, the Certificate Registrar and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Z-I Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class Z-I
Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Z-I
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.
<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.




<PAGE>

                                 EXHIBIT A-23

                         FORM OF CLASS Z-II CERTIFICATE

           CLASS Z-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

             FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST

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

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement: as of [______]                Class Z-II Certificate:  [__]
--------------------------------------------------------------------------------

Closing Date:  [_____]                   Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $[__]
--------------------------------------------------------------------------------

First Distribution Date:  [______]
--------------------------------------------------------------------------------

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

Special Servicer: Lennar Partners, Inc.  Paying Agent: LaSalle Bank National
                                         Association
--------------------------------------------------------------------------------

Certificate No. 1
--------------------------------------------------------------------------------


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF 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., LASALLE
BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE 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 [__________________________] 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),
LaSalle Bank National Association (herein called the "Paying Agent", 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 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (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 Paying Agent, by
wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Paying Agent with
wiring instructions no less than five Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions), or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries of Additional Interest payable on 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 under the Agreement to permit the transfer of any Class Z-II
Certificate without registration or qualification. Any Class Z-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class Z-II Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Z-II Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
Z-II Certificates.

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

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Z-II
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Paying Agent
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.



<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [DATE]


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<PAGE>



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                      ________________________________________
                                        Signature by or on behalf of Assignor



                                      ________________________________________
                                                Signature Guaranteed
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

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

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>


                                   EXHIBIT B


EXHIBIT B - POOLING AND SERVICING AGREEMENT
-------------------------------------------

<TABLE>
<CAPTION>
MORTGAGE
  LOAN
 NUMBER   PROPERTY NAME                         STREET ADDRESS                             CITY                   STATE     ZIP CODE
 ------   -------------                         --------------                             ----                   -----     --------
<S>       <C>                                   <C>                                        <C>                    <C>       <C>
1         Panama City Mall                      2150 Martin Luther King Jr. Blvd           Panama City               FL       32405
2         Alliance Portfolio                    Various                                    Various                Various    Various
2.1       Golfside Apartments                   5613 Coventry Park Drive                   Haltom City               TX       76117
2.2       Hunter's Glen Apartments              6400 Independence Parkway                  Plano                     TX       75023
2.3       Woodland Meadows Apartments           593 N.W. 57th Court                        Tamarac                   FL       33319
3         Woodview Apartments                   311 Lancaster Avenue                       Malvern                   PA       19355
4         600 Battery Street                    600 Battery Street                         San Francisco             CA       94111
5         DoubleTree Rockville                  1750 Rockville Pike                        Rockville                 MD       20852
6         CitiFinancial Building                300 St. Paul Place                         Baltimore                 MD       21202
7         U-Haul Portfolio Pool IV              U-Haul Pool IV                             Various                Various    Various
7.1       U-Haul Center of Tigard               11552 Southwest Pacific Highway            Tigard                    OR       97223
7.2       U-Haul Center Vacaville               1240 East Monte Vista Avenue               Vacaville                 CA       95688
7.3       U-Haul Center Hayden                  15455 North 84th Street                    Scottsdale                AZ       85260
7.4       U-Haul Center Grissom Road            5420 Grissom Road                          San Antonio               TX       78238
7.5       U-Haul Center Gause Blvd.             1685 Gause Boulevard                       Slidell                   LA       70458
7.6       U-Haul Center Old National Highway    5390 Old National Highway                  College Park              GA       30349
7.7       U-Haul Center of North Richland       8221 Grapevine Highway                     North Richland Hills      TX       76180
7.8       U-Haul Center Broward                 2800 West Broward Boulevard                Fort Lauderdale           FL       33312
8         Lake Creek Festival                   13729 US Highway 183                       Austin                    TX       78750
9         Kendall 1 Plaza                       8601 South Dixie Hwy.                      Miami                     FL       33143
10        U-Haul Portfolio Pool V               U-Haul Pool V                              Various                Various    Various
10.1      U-Haul Center Mechanicsburg           4725 Old Gettysburg                        Mechanicsburg             PA       17055
10.2      U-Haul Center Covina                  1040 North Azusa Avenue                    Covina                    CA       91722
10.3      U-Haul Center Lambert Road            661 East Lambert Road                      La Habra                  CA       90631
10.4      U-Haul Center I-10 West               10220 Old Katy Road                        Houston                   TX       77043
10.5      U-Haul Center Savannah                8810 Abercorn Expressway                   Savannah                  GA       31406
10.6      U-Haul Center Goldenrod               508 North Goldenrod Road                   Orlando                   FL       32807
10.7      U-Haul Center Hyannis                 594 Bearses Way                            Hyannis                   MA       02601
10.8      U-Haul Center Tulane                  2801 Tulane Avenue                         New Orleans               LA       70119
10.9      U-Haul Center Worcester               495 Shrewsbury Street                      Worcester                 MA       01604
11        IAC Seattle Speiker                   18850 & 18900 8th Ave.                     SeaTac                    WA       98148
12        Tropicana / San Souci Apartments      1800, 1805 & 1900 San Souci Boulevard      North Miami               FL       33181
13        Sampson Crossing Shopping Center      1301-1415 Sunset Avenue                    Clinton                   NC       28328
14        Sterling University Springs           109 West Avenue                            San Marcos                TX       78666
15        Alliance Business Center              13600 Heritage Parkway                     Fort Worth                TX       76177
16        201 &221 Town Center                  218 W 4th Ave. S.E.; 221 Third Ave SE;     Cedar Rapids              IA       52601
                                                   201 Third Ave SE
17        Canyon Hills Apartments               6307 Bluff Springs Road                    Austin                    TX       78744
18        Willows @ Barrington                  1200 Clements Bridge Rd.                   Barrington                NJ       08007
19        Adobe Apartments                      1500 Shasta Drive                          Davis                     CA       95616
20        Olen Pointe Brea - Phase III          10 Pointe Drive                            Brea                      CA       92821
21        West Palm Beach Industrial Portfolio  Various                                    West Palm Beach           FL       33407
21.1      2440 Metrocentre Blvd.                2440 Metrocentre Blvd.                     West Palm Beach           FL       33407
21.2      2500 Metrocentre Blvd.                2500 Metrocentre Blvd.                     West Palm Beach           FL       33407
21.3      2540 Metrocentre Blvd.                2540 Metrocentre Blvd.                     West Palm Beach           FL       33407
21.4      2541 Metrocentre Blvd.                2541 Metrocentre Blvd.                     West Palm Beach           FL       33407
21.5      2580 Metrocentre Blvd.                2580 Metrocentre Blvd.                     West Palm Beach           FL       33407
21.6      2581 Metrocentre Blvd.                2581 Metrocentre Blvd.                     West Palm Beach           FL       33407
21.7      801 Northpoint Parkway                801 Northpoint Parkway                     West Palm Beach           FL       33407
21.8      1101 Northpoint Parkway               1101 Northpoint Parkway                    West Palm Beach           FL       33407
22        Courts at Pear Ridge                  5050 Pear Ridge Drive                      Dallas                    TX       75287
23        Madison Center                        29101 - 29501N. John R Rd.                 Madison Heights           MI       48071
24        North Park Plaza                      17117 W. Nine Mile Road                    Southfield                MI       48075
25        Colonial Square Shopping Center       3107 Boulevard (SEC of US Route 1 and 301) Colonial Heights          VA       23834
26        Poughkeepsie Galleria                 790 South Rd.                              Poughkeepsie              NY       12601
27        Temple Place                          501-507 Washington/59 Temple Place         Boston                    MA       02111
28        The Warehouse (Rosemary) Apartments   318 West Rosemary Street                   Chapel Hill               NC       27516
29        Park Village Apartments               2401 L.Don Dodson                          Bedford                   TX       76021
30        Scottsdale Commerce Center            1375-1525 North Hayden Road                Scottsdale                AZ       85257
31        Collins & Aikman                      5755 New King Court                        Troy                      MI       48098
32        Rockvale MHP                          6219 US Highway 51 South                   Janesville                WI       53546
33        Summer Tree Apartments                13250 Emily Road                           Dallas                    TX       75240
34        Springfield Place                     700 Spring Forest Road                     Raleigh                   NC       27609
35        Brookhollow Business Park             7310-7340 Smoke Ranch Road                 Las Vegas                 NV       89128
36        Washington Square                     6177 Far Hills Ave                         Dayton                    OH       45459
37        1411 K Street                         1411 K Street, NW                          Washington                DC       20005
38        Beachwalk                             437 South Highway 101                      Solana Beach              CA       92075
39        Met Life Warehouse                    9775 Commerce Circle                       Weisenberg Township       PA       19530
40        Lowe's Logan WV                       Norman Morgan Blvd. U.S. Rt. 119           Logan                     WV       25601
41        Niagara Mohawk                        1496 Round Pond Road                       North Syracuse            NY       13212
42        Twin Pines Apartments                 2880 West Ball Road                        Anaheim                   CA       92804
43        Grove Office Park                     2100 Manchester Rd.                        Wheaton                   IL       60187
44        French Quarter                        20969 Ventura Blvd.                        Woodland Hills            CA       91364
45        Placer Heights Plaza                  3315-3385 Placer St.                       Redding                   CA       96001
46        Times Square Shopping Center          7600 W. Capitol Drive                      Milwaukee                 WI       53222
47        Silgan Containers                     1191 Lake Ave.                             Woodstock                 IL       60098
48        Galleria Townhomes                    1111 Post Oak Boulevard                    Houston                   TX       77056
49        Pine Lake Shopping                    25-71 Pine Lake Avenue                     LaPorte                   IN       46350
50        Trade Center I & II                   1701-1795 Orange Tree Lane                 Redlands                  CA       92374
51        Blue Ridge Tower                      4240 Blue Ridge Blvd.                      Kansas City               MO       64133
52        18th Street                           1212, 1214, and 1216 18th Street NW        Washington                DC       20036
53        Westwood Apartments                   1200 Kings Circle                          West Chicago              IL       60185
54        Le Fleur's Gallery Center             4800 North I-55 Frontage Road              Jackson                   MS       39211
55        Amanecer Business Park                940-946 Calle Amanecer                     San Clemente              CA       92673
56        Southwind MHP                         795 Country Road                           Palm Harbor               FL       34683
57        Crescent Oaks Apartments              3001 W. Normandale                         Fort Worth                TX       76116
58        Red Run Industrial                    32400 - 32588 Dequindre Road               Warren                    MI       48092
59        Cross Creek Apartments                400 Patton Chapel Lane                     Hoover                    AL       35226
60        Fulton St. Building                   200 North Third Street                     Harrisburg                PA       17101
61        Grove Business Center                 10282-10492 Trask Avenue                   Garden Grove              CA       92843
62        College View Apartments               3333 Luella Boulevard                      La Porte                  TX       77571
63        St. Paul's Townhouse Apartments       359 Vestry Drive                           Saginaw                   MI       48601
64        Aventura Business Park                22521 Avenida Empressa                     Rancho Santa Margarita    CA       92688
65        Bullard Plaza                         732-788 W. Bullard Ave.                    Fresno                    CA       93704
66        Douglas Landings Apartments           2347 Douglas Street                        Austin                    TX       78741
67        Midway Office Park                    14665 Midway Road                          Addison                   TX       75001
68        Lanmark Center                        14 Second Street SW                        Rochester                 MN       55902
69        4-6 W. 14th Street                    4-6 W. 14th Street                         New York                  NY       10011
70        O'Bannon Plaza                        2205-2267 Rainbow Blvd.                    Las Vegas                 NV       89146
71        The Buffalo Center                    450 & 490 S. Buffalo Drive                 Las Vegas                 NV       89145
72        Hinesville Central Shopping Center    755 West Oglethorpe Hwy                    Hinesville                GA       31313
73        Meadowbrook Apartments                3605 Walden Drive                          High Point                NC       27265
74        Valley View Station                   4744-4750 Valley View Boulevard, NW        Roanoke                   VA       24012
75        Higgins & Canfield Walgreens          5753 N. Canfield Ave                       Chicago                   IL       60631
76        Brenwood Apartments                   330 South Berendo Street                   Los Angeles               CA       90020
77        Village Green                         44 North Vail & 17 West Campbell Street    Arlington Heights         IL       60005
78        Holiday Park                          979 Essex Street                           Bangor                    ME       04401
79        South Hampton Walgreens               690 Second St. Pike                        Upper South Hampton       PA       18966
80        Oak Forest Walgreens                  5525 W 159th Street                        Oak Forest                IL       60452
81        Beta Court Industrial Center          38 Beta Court                              San Ramon                 CA       94583
82        Walgreens - Hastings, MN              1017 Vermillion Street                     Hastings                  MN       55033
83        CVS 8099                              404 South Saginaw                          Midland                   MI       48640
84        El Paso Walgreens                     2879 Montana Ave.                          El Paso                   TX       79903
85        Lubbock Walgreens                     8201 University Ave.                       Lubbock                   TX       79423
86        Schaumburg Tech Center I              105-195 West Central Road                  Schaumburg                IL       60195
87        Crescent Cove Apartments Phase II     2600 Crescent Cove Drive                   Evans                     CO       80620
88        University Quarters Apartments        2803 Hamphill Park                         Austin                    TX       78705
89        CVS Morrisville                       590 West Trenton Ave.                      Morrisville               PA       19067
90        Rampart Facility                      9110-9940 East Costilla Avenue             Englewood                 CO       80112
91        Lombard  Apartments                   21 W 553, 571, 585, & 575 Lynn Rd.         Lombard                   IL       60148
92        Hillsdale                             1532-1618 SW Chelsea Dr &                  Topeka                    KS       66604
                                                   5301-5333 SW 15th Court
93        Glen River Apts                       21 W. 556 Lynn Rd.                         Lombard                   IL       60148
94        Aspen Summit Plaza                    7724 SE Aspen Summit Drive                 Portland                  OR       97266
95        Breckenridge Square Apartments        1001 Breckenridge Drive                    Little Rock               AR       72205
96        Finnegan Plaza                        1501-1545 Finnegan's Lane                  North Brunswick           NJ       08902
97        Rite Aid Holt                         2263 Cedar Street                          Holt                      MI       48842
98        Canon Drive Retail Center             362-370 N. Canon Drive                     Beverly Hills             CA       90210
99        15415 Sunset Blvd.                    15415 Sunset Blvd.                         Pacific Palisades         CA       90272
100       CVS Sumter                            41 East Calhoun St.                        Sumter                    SC       29150
101       Federal Express                       SEC of N. Airfield Drive and Plaza Drive   Dallas                    TX       75261
102       Brook Park CVS                        14372 Snow Road                            Brook Park                OH       44142
103       Rite Aid, New Baltimore, MI           35350 23 Mile Road                         New Baltimore             MI       48047
104       Gulf Vista                            17035 Gulf Boulevard                       North Redington Beach     FL       33708
105       Boca Palms Apartments                 44 SE 14th Street                          Boca Raton                FL       33432
106       CVS Hildebran                         200 A Highway 70 East                      Hildebran                 NC       28637
107       Baseline Superstition Springs Plaza   7102 East Baseline Road                    Mesa                      AZ       85208
108       Shoreline Building                    2618-2634 Bayshore Parkway                 Mt. View                  CA       94043
109       One Great Neck Road                   One Great Neck Road                        Great Neck                NY       11021
110       Stonehaven Village                    2471 Emmanuel Church Road                  Conover                   NC       28613
111       Crown Villas                          810, 870,880 & 890 S. Orlando Avenue       Cocoa Beach               FL       32931
112       Heman & Samoset Street Apartments     16 Samoset St. & 23 Hemans St.             Worcester                 MA       01605
113       Rite Aid Clay                         173 Main Street                            Clay                      WV       25043
114       Nipomo Tefft                          530 - 542 West Tefft Street                Nipomo                    CA       93444
115       Pilcher Building                      144 Second Avenue North                    Nashville                 TN       37201
116       Greenbrier Office Park                1420 Greenbrier Place                      Charlottesville           VA       22901
117       Villa Paradisa Apartments             4789 Harrison Avenue                       Las Vegas                 NV       89121
118       2409 - 11 41st Avenue                 2409 - 11 41st Avenue                      Long Island City          NY       11101
119       North Broadway Retail Building        567-577 North Broadway                     White Plains              NY       10603
120       Northfield Commons Apartments         2100 Banstead Apartments                   Lafayette                 IN       47904
121       3941-3961 Rosecrans Ave Retail        3941-3961 Rosecrans Avenue                 Hawthorne                 CA       90250
122       South Broad Street Apartments         547-555 South Broad Street                 Elizabeth                 NJ       07202
123       Lakeside Boulevard                    143 Lakeside Boulevard                     Landing                   NJ       07850
124       Sufolk Drive Apartments               2345 2nd Avenue North                      Lake Worth                FL       33461
125       7911 Westminster Avenue               7911-7985 Westminster Blvd.                Westminster               CA       92633
</TABLE>


<TABLE>
<CAPTION>
                                                                                                 MATURITY
                                                       ORIGINAL      REMAINING        STATED       DATE       ORIGINAL   REMAINING
MORTGAGE     CUT-OFF                                    TERM          TERM TO       MATURITY      OR ARD       AMORTI-    AMORTI-
  LOAN         DATE        MONTHLY P&I    MORTGAGE  TO MATURITY     MATURITY          DATE        BALLOON       ZATION    ZATION
 NUMBER      BALANCE         PAYMENT       RATE     OR ARD (MOS.)  OR ARD (MOS.)  (OR ARD DATE)  BALANCE ($)    TERM       TERM
 ------      -------         -------       ----     -------------  -------------  -------------  -----------    ----       ----
<S>       <C>               <C>           <C>          <C>            <C>          <C>           <C>             <C>       <C>
1         41,000,000.00     281,084.08    7.3000%      120            120          1-Aug-11      36,034,356.86   360        360
2         38,895,602.93     268,699.12    7.3500%      60             56           1-Apr-06      37,090,769.83   360        356
2.1           NA              NA             NA        NA             NA              NA             NA          NA          NA
2.2           NA              NA             NA        NA             NA              NA             NA          NA          NA
2.3           NA              NA             NA        NA             NA              NA             NA          NA          NA
3         34,357,052.37     242,889.71    7.6000%      120            118          1-Jun-11      30,464,854.04   360        358
4         26,086,637.71     184,734.17    7.6250%      120            119          1-Jul-11      23,131,749.82   360        359
5         24,233,308.60     180,281.70    7.5760%      119            113          1-Jan-11      20,143,990.42   300        300
6         20,951,573.51     134,118.35    6.6000%      120            117          1-May-11      18,118,547.76   360        357
7         16,045,579.83     119,073.66    7.5000%      120            116          1-Apr-11      13,087,504.29   300        296
7.1           NA              NA             NA        NA             NA              NA             NA          NA          NA
7.2           NA              NA             NA        NA             NA              NA             NA          NA          NA
7.3           NA              NA             NA        NA             NA              NA             NA          NA          NA
7.4           NA              NA             NA        NA             NA              NA             NA          NA          NA
7.5           NA              NA             NA        NA             NA              NA             NA          NA          NA
7.6           NA              NA             NA        NA             NA              NA             NA          NA          NA
7.7           NA              NA             NA        NA             NA              NA             NA          NA          NA
7.8           NA              NA             NA        NA             NA              NA             NA          NA          NA
8         15,220,452.82     104,269.89    7.2730%      120            117          1-May-11      13,396,287.94   360        357
9         14,833,494.98     104,043.12    7.5000%      120            115          1-Mar-11      13,147,571.86   360        355
10        14,824,709.70     110,013.62    7.5000%      120            116          1-Apr-11      12,091,708.39   300        296
10.1          NA              NA             NA        NA             NA              NA             NA          NA          NA
10.2          NA              NA             NA        NA             NA              NA             NA          NA          NA
10.3          NA              NA             NA        NA             NA              NA             NA          NA          NA
10.4          NA              NA             NA        NA             NA              NA             NA          NA          NA
10.5          NA              NA             NA        NA             NA              NA             NA          NA          NA
10.6          NA              NA             NA        NA             NA              NA             NA          NA          NA
10.7          NA              NA             NA        NA             NA              NA             NA          NA          NA
10.8          NA              NA             NA        NA             NA              NA             NA          NA          NA
10.9          NA              NA             NA        NA             NA              NA             NA          NA          NA
11        14,781,527.27     104,509.23    7.6010%      120            118          1-Jun-11      13,107,298.66   360        358
12        14,750,000.00     103,336.22    7.5200%      120            120          1-Aug-11      13,036,126.68   360        360
13        14,688,875.55      99,786.15    7.1800%      120            116          1-Apr-11      12,906,824.38   360        356
14        12,896,000.00      89,641.46    7.4400%      120            117          1-May-11      11,780,371.04   360        360
15        12,811,370.55      90,105.05    7.5100%      120            113          1-Jan-11      11,371,749.97   360        353
16        12,784,627.06      91,700.77    7.7500%      120            118          1-Jun-11      11,377,794.18   360        358
17        12,675,000.00      85,108.19    6.9900%      120            116          1-Apr-11      11,140,177.07   348        348
18        12,505,273.00      99,746.25    8.3270%      120            110          1-Oct-10      11,172,390.37   295        295
19        12,483,622.13      86,632.76    7.4100%      120            118          1-Jun-11      11,017,363.97   360        358
20        11,730,822.41      83,438.88    7.6500%      120            116          1-Apr-11      10,428,054.95   360        356
21        11,494,082.49      81,277.65    7.6100%      120            119          1-Jul-11      10,188,350.11   360        359
21.1          NA              NA             NA        NA             NA              NA             NA          NA          NA
21.2          NA              NA             NA        NA             NA              NA             NA          NA          NA
21.3          NA              NA             NA        NA             NA              NA             NA          NA          NA
21.4          NA              NA             NA        NA             NA              NA             NA          NA          NA
21.5          NA              NA             NA        NA             NA              NA             NA          NA          NA
21.6          NA              NA             NA        NA             NA              NA             NA          NA          NA
21.7          NA              NA             NA        NA             NA              NA             NA          NA          NA
21.8          NA              NA             NA        NA             NA              NA             NA          NA          NA
22        10,575,000.00      71,007.42    6.9900%      120            116          1-Apr-11       9,294,467.98   348        348
23        10,321,208.64      72,355.43    7.5080%      120            117          1-May-11       9,137,653.81   360        357
24         9,767,918.16      67,345.86    7.3240%      120            115          1-Mar-11       8,620,363.25   360        355
25         9,175,373.01      63,385.43    7.3500%      120            116          1-Apr-11       8,096,692.06   360        356
26         9,089,212.53      65,508.22    7.8000%      120            118          1-Jun-11       8,098,781.18   360        358
27         8,987,420.19      60,786.61    7.1500%      120            118          1-Jun-11       7,879,616.70   360        358
28         8,761,269.74      64,940.89    7.4200%      120            111          1-Nov-10       7,168,240.13   300        291
29         8,500,000.00      57,074.53    6.9900%      120            116          1-Apr-11       7,470,729.56   348        348
30         8,057,717.48      55,010.28    7.2300%      120            116          1-Apr-11       7,089,102.67   360        356
31         7,976,318.91      58,132.18    7.9240%      120            119          1-Jul-11       7,124,367.89   360        359
32         7,920,933.06      56,054.50    7.6180%      120            119          1-Jul-11       7,022,498.92   360        359
33         7,750,000.00      52,038.54    6.9900%      120            116          1-Apr-11       6,811,547.85   348        348
34         7,700,000.00      52,632.07    7.2700%      120            117          1-May-11       6,891,645.90   360        360
35         7,691,014.79      55,750.20    7.8600%      120            118          1-Jun-11       6,862,803.24   360        358
36         7,629,624.14      52,810.58    7.3700%      120            116          1-Apr-11       6,736,012.29   360        356
37         7,490,394.37      52,441.09    7.5000%      120            118          1-Jun-11       6,625,459.95   360        358
38         7,425,902.93      51,429.91    7.3700%      120            115          1-Mar-11       6,560,956.02   360        355
39         7,285,538.77      49,502.13    7.1900%      120            117          1-May-11       6,398,878.76   360        357
40         7,123,285.10      61,790.65    8.4400%      203            202          1-Jun-18       2,200,244.45   244        243
41         6,996,147.73      48,500.02    7.4070%      120            119          1-Jul-11       6,170,026.59   360        359
42         6,896,365.24      48,434.93    7.5400%      119            118          1-Jun-11       6,112,363.69   360        359
43         6,479,570.97      41,887.03    6.6870%      120            116          1-Apr-11       5,621,002.44   360        356
44         5,988,737.08      41,501.86    7.3900%      120            117          1-May-11       5,286,499.60   360        357
45         5,988,690.99      41,440.51    7.3750%      120            117          1-May-11       5,284,477.52   360        357
46         5,983,125.01      40,524.41    7.1500%      120            116          1-Apr-11       5,253,254.35   360        356
47         5,889,105.00      41,051.84    7.4500%      120            117          1-May-11       5,206,316.61   360        357
48         5,826,249.87      44,904.55    8.5000%      60             55           1-Mar-06       5,621,127.62   360        355
49         5,740,208.73      41,153.98    7.7400%      120            117          1-May-11       5,110,766.81   360        357
50         5,689,036.09      39,077.54    7.3000%      60             57           1-May-06       5,418,168.42   360        357
51         5,597,254.09      40,122.96    7.7510%      120            119          1-Jul-11       4,978,588.95   360        359
52         5,584,632.76      38,201.87    7.2500%      120            116          1-Apr-11       4,915,780.41   360        356
53         5,483,956.46      36,591.64    7.0000%      60             56           1-Apr-06       5,209,836.85   360        356
54         5,477,386.15      39,562.75    7.8300%      120            119          1-Jul-11       4,881,314.66   360        359
55         5,456,602.10      38,998.92    7.7000%      120            116          1-Apr-11       4,856,454.57   360        356
56         5,284,539.86      35,261.03    7.0000%      84             80           1-Apr-08       4,878,277.96   360        356
57         5,247,271.13      36,996.79    7.5800%      120            119          1-Jul-11       4,647,726.83   360        359
58         4,978,881.12      36,787.10    7.4500%      120            116          1-Apr-11       4,055,069.73   300        296
59         4,793,405.55      32,646.85    7.2200%      120            118          1-Jun-11       4,210,113.33   360        358
60         4,495,387.99      34,092.14    8.3400%      120            118          1-Jun-11       4,056,418.13   360        358
61         4,462,832.60      32,080.42    7.7800%      120            119          1-Jul-11       3,972,354.99   360        359
62         4,436,713.23      31,634.69    7.6700%      120            115          1-Mar-11       3,948,623.86   360        355
63         4,290,649.31      32,002.67    8.1500%      120            116          1-Apr-11       3,859,222.85   360        356
64         4,279,492.32      30,585.99    7.7000%      120            116          1-Apr-11       3,808,809.94   360        356
65         4,238,279.62      28,934.86    7.2300%      120            116          1-Apr-11       3,728,798.28   360        356
66         4,224,622.06      33,343.75    8.7200%      180            168          1-Aug-15       3,498,417.02   360        348
67         4,167,936.09      29,799.50    7.7240%      120            119          1-Jul-11       3,704,815.57   360        359
68         4,113,680.38      28,139.77    7.2500%      120            116          1-Apr-11       3,620,999.02   360        356
69         3,945,474.01      28,788.43    7.9290%      120            118          1-Jun-11       3,526,391.67   360        358
70         3,779,989.73      27,773.43    7.3750%      120            115          1-Mar-11       3,075,451.52   300        295
71         3,739,074.86      26,891.38    7.7600%      120            115          1-Mar-11       3,334,874.58   360        355
72         3,692,786.81      25,240.52    7.2500%      120            117          1-May-11       3,248,317.70   360        357
73         3,692,542.95      24,927.59    7.1250%      120            117          1-May-11       3,237,768.28   360        357
74         3,490,395.47      23,876.17    7.2500%      120            116          1-Apr-11       3,072,362.53   360        356
75         3,481,488.10      24,174.01    7.4100%      120            117          1-May-11       3,074,781.67   360        357
76         3,365,166.01      23,374.74    7.4000%      120            115          1-Mar-11       2,975,400.70   360        355
77         3,343,915.26      23,446.63    7.5100%      120            117          1-May-11       2,960,607.22   360        357
78         3,330,257.19      22,221.10    7.0000%      120            116          1-Apr-11       2,912,799.20   360        356
79         3,268,412.68      23,494.51    7.7800%      120            119          1-Jul-11       2,909,204.55   360        359
80         3,131,514.49      21,433.98    7.2500%      120            115          1-Mar-11       2,758,530.55   360        355
81         2,989,988.37      20,465.29    7.2500%      120            115          1-Mar-11       2,633,861.06   360        355
82         2,958,512.67      21,062.80    7.6800%      120            119          1-Jul-11       2,626,947.11   360        359
83         2,948,693.45      22,372.72    7.7500%      264            257         15-Jan-23         933,752.06   312        305
84         2,906,323.02      19,864.97    7.2500%      120            117          1-May-11       2,556,514.07   360        357
85         2,804,732.38      19,446.29    7.3950%      120            117          1-May-11       2,476,158.59   360        357
86         2,795,039.94      19,770.09    7.6000%      120            117          1-May-11       2,480,118.90   360        357
87         2,754,917.33      19,222.78    7.4600%      120            117          1-May-11       2,436,113.29   360        357
88         2,744,410.66      18,467.90    7.0930%      84             81           1-May-08       2,535,392.06   360        357
89         2,616,139.08      21,324.18    7.9000%      264            257          1-Jan-23           2,692.52   264        257
90         2,400,000.00      17,493.37    7.9300%      120            120          1-Aug-11       2,142,580.58   360        360
91         2,398,499.41      15,967.26    7.0000%      60             59           1-Jul-06       2,273,452.10   360        359
92         2,358,664.30      16,211.56    7.3200%      120            119          1-Jul-11       2,075,565.20   360        359
93         2,198,624.46      14,636.65    7.0000%      60             59           1-Jul-06       2,083,998.12   360        359
94         2,197,442.92      15,951.53    7.8750%      120            118          1-Jun-11       1,961,511.84   360        358
95         2,077,142.40      14,146.97    7.2200%      120            118          1-Jun-11       1,824,382.15   360        358
96         1,896,883.21      13,769.73    7.8700%      120            117          1-May-11       1,694,136.45   360        357
97         1,810,518.29      18,320.35    6.9420%      148            147          1-Nov-13               0.00   148        147
98         1,750,475.93      12,271.21    7.5000%      120            116          1-Apr-11       1,550,415.75   360        356
99         1,736,790.52      12,472.74    7.7500%      120            116          1-Apr-11       1,547,618.16   360        356
100        1,725,127.20      14,204.14    8.0000%      217            209         15-Jan-19               0.00   217        209
101        1,713,837.59      20,226.06    7.8500%      115            110         15-Oct-10               0.00   115        110
102        1,617,790.85      11,051.26    7.2500%      120            118          1-Jun-11       1,422,014.99   360        358
103        1,598,620.55      16,176.19    6.9420%      148            147          1-Nov-13               0.00   148        147
104        1,594,999.47      11,187.43    7.5000%      120            115          1-Mar-11       1,413,717.81   360        355
105        1,569,912.34      10,878.13    7.3750%      120            115          1-Mar-11       1,387,225.30   360        355
106        1,526,789.00      12,607.23    8.1250%      229            221          1-Jan-20               0.00   229        221
107        1,497,305.53      10,539.62    7.5500%      120            117          1-May-11       1,326,976.96   360        357
108        1,494,015.02      11,329.93    7.7500%      120            116          1-Apr-11       1,227,422.40   300        296
109        1,484,156.23      13,371.27    7.8750%      120            115          1-Mar-11         883,804.33   204        199
110        1,439,223.68      10,039.12    7.4700%      120            119          1-Jul-11       1,271,290.76   360        359
111        1,336,653.93       9,484.44    7.6250%      120            116          1-Apr-11       1,187,494.01   360        356
112        1,276,700.36       8,949.95    7.5000%      121            117         30-Apr-11       1,128,668.06   360        356
113        1,269,673.09      12,765.00    6.8200%      148            147          1-Nov-13               0.00   148        147
114        1,198,025.81       8,688.34    7.8600%      120            117          1-May-11       1,069,722.63   360        357
115        1,197,098.57       8,596.95    7.7500%      120            116          1-Apr-11       1,066,709.61   360        356
116        1,196,968.85       8,456.41    7.5800%      120            116          1-Apr-11       1,062,238.05   360        356
117        1,115,535.50       8,120.78    7.8750%      120            114          1-Feb-11         998,022.53   360        354
118        1,093,512.83       8,934.08    8.6250%      120            115          1-Mar-11         921,302.01   300        295
119        1,041,517.83       8,697.86    7.8700%      120            115          1-Mar-11         737,400.78   240        235
120          999,509.49       7,164.12    7.7500%      120            119          1-Jul-11         889,012.54   360        359
121          938,724.81       6,741.44    7.7500%      120            116          1-Apr-11         836,478.42   360        356
122          897,752.66       6,370.14    7.6250%      120            116          1-Apr-11         797,571.74   360        356
123          688,973.66       5,159.51    8.2000%      120            117          1-May-11         620,090.96   360        357
124          676,613.92       5,153.29    8.3750%      120            116          1-Apr-11         611,686.53   360        356
125          671,858.76       5,209.76    8.0000%      120            115          1-Mar-11         556,491.65   300        295
</TABLE>

<TABLE>
<CAPTION>
                                                                                         CREDIT
MORTGAGE    GROUND    MASTER     ARD   ANTICIPATED     ADDITIONAL         MORTGAGE        LEASE
  LOAN      LEASE    SERVICING  LOAN    REPAYMENT       INTEREST            LOAN          LOAN         CTL
 NUMBER     (Y/N)    FEE RATE   (Y/N)     DATE           RATE              SELLER         (Y/N)       TENANT
 ------     -----    --------   -----     ----           ----              ------         -----       ------
<S>          <C>     <C>        <C>     <C>              <C>               <C>             <C>        <C>
1            Fee     0.0500%     N         NA             NA               Deutsche Bank    N         NA
2            Fee     0.0750%     N         NA             NA                 FUNB           N         NA
2.1          Fee       NA        N         NA             NA                 FUNB           N         NA
2.2          Fee       NA        N         NA             NA                 FUNB           N         NA
2.3          Fee       NA        N         NA             NA                 FUNB           N         NA
3            Fee     0.0500%     N         NA             NA                 FUNB           N         NA
4            Fee     0.0500%     Y      1-Jul-11       10.1250%              FUNB           N         NA
5            Fee     0.0500%     Y      1-Jan-11       11.0760%            Deutsche Bank    N         NA
6            Fee     0.0500%     N         NA             NA                 FUNB           N         NA
7            Fee     0.0500%     N         NA             NA                 FUNB           N         NA
7.1          Fee       NA        N         NA             NA                 FUNB           N         NA
7.2          Fee       NA        N         NA             NA                 FUNB           N         NA
7.3          Fee       NA        N         NA             NA                 FUNB           N         NA
7.4          Fee       NA        N         NA             NA                 FUNB           N         NA
7.5          Fee       NA        N         NA             NA                 FUNB           N         NA
7.6          Fee       NA        N         NA             NA                 FUNB           N         NA
7.7          Fee       NA        N         NA             NA                 FUNB           N         NA
7.8          Fee       NA        N         NA             NA                 FUNB           N         NA
8            Fee     0.0500%     N         NA             NA                LaSalle         N         NA
9            Fee     0.0500%     N         NA             NA                 FUNB           N         NA
10           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
10.1         Fee       NA        N         NA             NA                 FUNB           N         NA
10.2         Fee       NA        N         NA             NA                 FUNB           N         NA
10.3         Fee       NA        N         NA             NA                 FUNB           N         NA
10.4         Fee       NA        N         NA             NA                 FUNB           N         NA
10.5         Fee       NA        N         NA             NA                 FUNB           N         NA
10.6         Fee       NA        N         NA             NA                 FUNB           N         NA
10.7         Fee       NA        N         NA             NA                 FUNB           N         NA
10.8         Fee       NA        N         NA             NA                 FUNB           N         NA
10.9         Fee       NA        N         NA             NA                 FUNB           N         NA
11           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
12           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
13        Leasehold  0.0500%     N         NA             NA                 FUNB           N         NA
14           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
15           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
16           Fee     0.0750%     N         NA             NA                LaSalle         N         NA
17           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
18           Fee     0.0500%     Y      1-Oct-10   9.327% for first 2 years; FUNB           N         NA
                                                      10.827% thereafter
19           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
20           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
21           Fee     0.0500%     N         NA             NA               Deutsche Bank    N         NA
21.1         Fee       NA        N         NA             NA               Deutsche Bank    N         NA
21.2         Fee       NA        N         NA             NA               Deutsche Bank    N         NA
21.3         Fee       NA        N         NA             NA               Deutsche Bank    N         NA
21.4         Fee       NA        N         NA             NA               Deutsche Bank    N         NA
21.5         Fee       NA        N         NA             NA               Deutsche Bank    N         NA
21.6         Fee       NA        N         NA             NA               Deutsche Bank    N         NA
21.7         Fee       NA        N         NA             NA               Deutsche Bank    N         NA
21.8         Fee       NA        N         NA             NA               Deutsche Bank    N         NA
22           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
23           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
24           Fee     0.0750%     N         NA             NA                LaSalle         N         NA
25           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
26          Both     0.0500%     N         NA             NA                LaSalle         N         NA
27           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
28           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
29           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
30           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
31           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
32           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
33           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
34           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
35           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
36           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
37           Fee     0.0500%     N         NA             NA               Deutsche Bank    N         NA
38           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
39           Fee     0.0500%     Y      1-May-11    10.19% or Treas + 3%     FUNB           N         NA
40           Fee     0.0500%     N         NA             NA               Deutsche Bank    Y  Lowe's Home Centers, Inc.
                                                                                                  (Guaranteed by Parent)
41           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
42           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
43           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
44           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
45           Fee     0.0850%     N         NA             NA                 FUNB           N         NA
46           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
47           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
48           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
49           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
50           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
51           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
52           Fee     0.0500%     N         NA             NA               Deutsche Bank    N         NA
53           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
54           Fee     0.0500%     N         NA             NA               Deutsche Bank    N         NA
55           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
56           Fee     0.0850%     N         NA             NA                LaSalle         N         NA
57           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
58           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
59           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
60           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
61           Fee     0.0500%     N         NA             NA               Deutsche Bank    N         NA
62           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
63           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
64           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
65           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
66           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
67           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
68           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
69           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
70           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
71           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
72           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
73           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
74           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
75           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
76           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
77           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
78           Fee     0.0850%     N         NA             NA                LaSalle         N         NA
79           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
80           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
81           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
82           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
83           Fee     0.0500%     N         NA             NA               Deutsche Bank    Y  CVS 8099 (CVS Corp. guarantee)
84           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
85           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
86           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
87           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
88           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
89           Fee     0.0500%     N         NA             NA               Deutsche Bank    Y   Morrisville CVS, Inc.
90           Fee     0.0500%     N         NA             NA               Deutsche Bank    N         NA
91           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
92           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
93           Fee     0.0500%     N         NA             NA                LaSalle         N         NA
94           Fee     0.0500%     N         NA             NA               Deutsche Bank    N         NA
95           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
96           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
97           Fee     0.0500%     N         NA             NA                 FUNB           Y   Rite Aid of Michigan
98           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
99           Fee     0.0500%     N         NA             NA                 FUNB           N         NA
100          Fee     0.0500%     N         NA             NA               Deutsche Bank    Y Sumter CVS, Inc. (CVS Corp. Guarantee)
101       Leasehold  0.0500%     N         NA             NA                 FUNB           Y    Federal Express
102          Fee     0.0500%     N         NA             NA                LaSalle         N         NA
103          Fee     0.0500%     N         NA             NA                 FUNB           Y    Rite Aid of Michigan
104          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
105          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
106          Fee     0.0500%     N         NA             NA               Deutsche Bank    Y  Revco Discount Drug Centers, Inc.
                                                                                                  (CVS Corp. Guarantee)
107          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
108          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
109          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
110          Fee     0.0850%     N         NA             NA                LaSalle         N         NA
111          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
112          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
113          Fee     0.0500%     N         NA             NA                 FUNB           Y  Rite Aid of West Virginia
114          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
115          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
116          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
117          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
118          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
119          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
120          Fee     0.0500%     N         NA             NA                LaSalle         N         NA
121          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
122          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
123          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
124          Fee     0.0500%     N         NA             NA                 FUNB           N         NA
125       Leasehold  0.0500%     N         NA             NA                 FUNB           N         NA
</TABLE>


<TABLE>
<CAPTION>
                                                                                                          AGGREGATE
                                                                                 INTEREST                 ENVIRON-       ANNUAL
MORTGAGE                     LEASE               CROSS       DEFEASANCE          RESERVE                  MENTAL        DEPOSIT TO
  LOAN      CTL           ENHANCEMENT  RVI    COLLATERALIZED/  LOAN      SECURED  LOAN          LOCK      ESCROW @     REPLACEMENT
 NUMBER   GUARANTOR          POLICY   POLICY  DEFAULTED FLAG   (Y/N)     BY LC    (Y/N)         BOX       CLOSE          RESERVE
 ------   ---------          ------   ------  --------------   -----     -----    -----         ---       -----          -------
<S>       <C>                <C>       <C>        <C>          <C>       <C>      <C>           <C>       <C>          <C>
1         NA                 NA        NA          NA           Y         N        Y            Hard          0.00       49,847.04
2         NA                 NA        NA          NA           Y         N        Y            Hard          0.00      243,500.04
2.1       NA                 NA        NA          NA           NA        N        NA           None          0.00      100,500.00
2.2       NA                 NA        NA          NA           NA        N        NA           None          0.00       69,000.00
2.3       NA                 NA        NA          NA           NA        N        NA           None          0.00       74,000.04
3         NA                 NA        NA          NA           Y         N        Y            None          0.00       60,421.68
4         NA                 NA        NA          NA           Y         N        Y            Hard          0.00            0.00
5         NA                 NA        NA          NA           Y         N        Y            Hard          0.00            0.00
6         NA                 NA        NA          NA           Y         N        Y       Springing Hard     0.00            0.00
7         NA                 NA        NA          NA           Y         N        Y            None          0.00       75,245.04
7.1       NA                 NA        NA          NA           NA        N        NA           None          0.00        6,971.28
7.2       NA                 NA        NA          NA           NA        N        NA           None          0.00        4,334.52
7.3       NA                 NA        NA          NA           NA        N        NA           None          0.00        5,106.00
7.4       NA                 NA        NA          NA           NA        N        NA           None          0.00       20,069.64
7.5       NA                 NA        NA          NA           NA        N        NA           None          0.00        3,107.88
7.6       NA                 NA        NA          NA           NA        N        NA           None          0.00        4,375.80
7.7       NA                 NA        NA          NA           NA        N        NA           None          0.00        4,793.76
7.8       NA                 NA        NA          NA           NA        N        NA           None          0.00       26,486.16
8         NA                 NA        NA          NA           Y         N        Y            Hard          0.00       42,804.00
9         NA                 NA        NA          NA           Y         N        Y            None      1,675.00       24,550.68
10        NA                 NA        NA          NA           Y         N        Y            None      4,700.00       52,608.72
10.1      NA                 NA        NA          NA           NA        N        NA           None          0.00        6,112.32
10.2      NA                 NA        NA          NA           NA        N        NA           None          0.00        7,036.20
10.3      NA                 NA        NA          NA           NA        N        NA           None          0.00        5,843.52
10.4      NA                 NA        NA          NA           NA        N        NA           None          0.00        3,375.96
10.5      NA                 NA        NA          NA           NA        N        NA           None          0.00        4,211.52
10.6      NA                 NA        NA          NA           NA        N        NA           None          0.00        3,474.12
10.7      NA                 NA        NA          NA           NA        N        NA           None          0.00        6,684.12
10.8      NA                 NA        NA          NA           NA        N        NA           None          0.00        6,876.36
10.9      NA                 NA        NA          NA           NA        N        NA           None          0.00        8,994.60
11        NA                 NA        NA          NA           Y         N        Y          Springing       0.00       19,986.00
12        NA                 NA        NA          NA           Y         N        Y          Springing       0.00      124,291.44
13        NA                 NA        NA          NA           Y         N        Y            None          0.00            0.00
14        NA                 NA        NA          NA           Y         N        Y            None          0.00       38,000.04
15        NA                 NA        NA          NA           Y         N        Y            None          0.00       12,188.16
16        NA                 NA        NA          NA           Y         N        Y          Springing       0.00       54,120.00
17        NA                 NA        NA    Cornerstone II     Y         N        Y       Springing Hard     0.00       57,249.96
18        NA                 NA        NA          NA           N         Y        Y          Springing       0.00       76,344.00
19        NA                 NA        NA          NA           Y         N        Y            None          0.00       30,000.00
20        NA                 NA        NA        Olen 1         Y         Y        Y       Springing Hard     0.00        7,928.64
21        NA                 NA        NA          NA           Y         N        Y            None          0.00       33,957.96
21.1      NA                 NA        NA          NA           NA        N        NA           None           NA             NA
21.2      NA                 NA        NA          NA           NA        N        NA           None           NA             NA
21.3      NA                 NA        NA          NA           NA        N        NA           None           NA             NA
21.4      NA                 NA        NA          NA           NA        N        NA           None           NA             NA
21.5      NA                 NA        NA          NA           NA        N        NA           None           NA             NA
21.6      NA                 NA        NA          NA           NA        N        NA           None           NA             NA
21.7      NA                 NA        NA          NA           NA        N        NA           None           NA             NA
21.8      NA                 NA        NA          NA           NA        N        NA           None           NA             NA
22        NA                 NA        NA    Cornerstone II     Y         N        Y       Springing Hard     0.00       60,500.04
23        NA                 NA        NA          NA           Y         N        Y          Springing       0.00       33,026.76
24        NA                 NA        NA          NA           Y         N        Y            Hard          0.00       59,172.00
25        NA                 NA        NA          NA           Y         N        Y            None          0.00       20,885.04
26        NA                 NA        NA          NA           N         N        Y            Hard          0.00       17,967.00
27        NA                 NA        NA          NA           Y         N        Y            None      5,000.00       19,031.64
28        NA                 NA        NA          NA           Y         N        Y            None          0.00       13,749.96
29        NA                 NA        NA    Cornerstone II     Y         N        Y       Springing Hard     0.00       59,499.96
30        NA                 NA        NA          NA           N         N        Y            None     48,426.00       24,687.84
31        NA                 NA        NA          NA           Y         N        Y          Springing       0.00        9,000.00
32        NA                 NA        NA          NA           Y         N        Y          Springing       0.00       21,252.00
33        NA                 NA        NA    Cornerstone II     Y         N        Y       Springing Hard     0.00       57,999.96
34        NA                 NA        NA          NA           N         N        Y            None          0.00        7,753.44
35        NA                 NA        NA          NA           Y         N        Y            None          0.00       19,885.44
36        NA                 NA        NA          NA           Y         N        Y            None     36,000.00       22,253.52
37        NA                 NA        NA          NA           Y         N        Y            None          0.00       12,923.04
38        NA                 NA        NA          NA           Y         N        Y            None          0.00        1,733.64
39        NA                 NA        NA          NA           Y         N        Y          Springing       0.00        4,528.32
40 Lowe's Home Centers, Inc.  Y        NA           Y           N         Y                     Hard          0.00       22,946.16
      (Guaranteed by Parent)
41        NA                 NA        NA          NA           Y         N        Y            None          0.00       18,756.00
42        NA                 NA        NA          NA           Y         N        Y            None          0.00       34,998.00
43        NA                 NA        NA          NA           Y         N        Y          Springing       0.00       15,732.00
44        NA                 NA        NA          NA           Y         N        Y            None        500.00        9,520.92
45        NA                 NA        NA          NA           Y         N        Y            None          0.00        7,632.12
46        NA                 NA        NA          NA           Y         N        Y            Hard          0.00       12,888.00
47        NA                 NA        NA          NA           Y         N        Y          Springing       0.00       18,780.00
48        NA                 NA        NA          NA           Y         N        Y            None        437.50       43,650.00
49        NA                 NA        NA          NA           Y         N        Y            None          0.00       22,053.00
50        NA                 NA        NA          NA           Y         N        Y            None          0.00       19,717.92
51        NA                 NA        NA          NA           Y         N        Y            Hard          0.00       17,364.00
52        NA                 NA        NA          NA           Y         N        Y            None          0.00        4,833.96
53        NA                 NA        NA          NA           Y         N        Y          Springing       0.00       61,440.00
54        NA                 NA        NA          NA           Y         N        Y            None          0.00       15,351.96
55        NA                 NA        NA        Olen 1         Y         N        Y       Springing Hard     0.00        8,020.68
56        NA                 NA        NA          NA           Y         N        Y            None          0.00       10,650.00
57        NA                 NA        NA          NA           N         N        Y            None          0.00       56,100.00
58        NA                 NA        NA          NA           Y         N        Y            None          0.00       28,467.96
59        NA                 NA        NA          NA           Y         N        Y            None          0.00       43,359.00
60        NA                 NA        NA          NA           Y         N        Y          Springing       0.00       11,856.00
61        NA                 NA        NA          NA           Y         N        Y            None          0.00       18,084.00
62        NA                 NA        NA          NA           N         N        Y            None          0.00       26,000.04
63        NA                 NA        NA          NA           Y         N        Y          Springing       0.00       57,500.04
64        NA                 NA        NA        Olen 1         Y         N        Y       Springing Hard     0.00        4,240.32
65        NA                 NA        NA          NA           Y         N        Y            None          0.00       11,003.52
66        NA                 NA        NA          NA           Y         N        Y            None          0.00       16,800.00
67        NA                 NA        NA          NA           Y         N        Y            Hard          0.00            0.00
68        NA                 NA        NA          NA           Y         N        Y            None          0.00        8,796.84
69        NA                 NA        NA          NA           Y         N        Y          Springing       0.00        2,340.00
70        NA                 NA        NA          NA           Y         N        Y            None          0.00       15,502.68
71        NA                 NA        NA          NA           Y         N        Y            None          0.00        2,759.64
72        NA                 NA        NA          NA           Y         N        Y            None          0.00        5,460.00
73        NA                 NA        NA          NA           Y         N        Y            None          0.00       40,280.04
74        NA                 NA        NA          NA           Y         N        Y            None          0.00        2,780.88
75        NA                 NA        NA          NA           Y         N        Y          Springing       0.00        2,900.04
76        NA                 NA        NA          NA           Y         N        Y            None          0.00       21,000.00
77        NA                 NA        NA          NA           Y         N        Y            None          0.00        2,466.24
78        NA                 NA        NA          NA           Y         N        Y            None          0.00       11,100.00
79        NA                 NA        NA          NA           Y         N        Y            None          0.00        1,956.00
80        NA                 NA        NA          NA           Y         N        Y          Springing       0.00        2,604.00
81        NA                 NA        NA          NA           Y         N        Y            None          0.00        5,400.00
82        NA                 NA        NA          NA           Y         N        Y            None          0.00        2,246.28
83      CVS Inc.              N         Y          NA           Y         N        Y            Hard          0.00            0.00
84        NA                 NA        NA          NA           Y         N        Y          Springing       0.00        1,824.00
85        NA                 NA        NA          NA           Y         N        Y            Hard          0.00        2,268.00
86        NA                 NA        NA          NA           Y         N        Y            None          0.00        5,638.20
87        NA                 NA        NA          NA           Y         N        Y            None          0.00       12,000.00
88        NA                 NA        NA          NA           Y         N        Y            None          0.00       29,400.00
89      CVS Corp.             Y         Y          NA           Y         N        Y            Hard          0.00        1,923.72
90        NA                 NA        NA          NA           N         N        Y            None          0.00       11,448.00
91        NA                 NA        NA          NA           Y         N        Y            None          0.00       25,625.04
92        NA                 NA        NA          NA           Y         N        Y            None          0.00       24,852.00
93        NA                 NA        NA          NA           Y         N        Y            None          0.00       25,707.96
94        NA                 NA        NA          NA           Y         N        Y            None          0.00        3,945.84
95        NA                 NA        NA          NA           Y         N        Y            None          0.00       26,048.04
96        NA                 NA        NA          NA           Y         N        Y            None    176,875.00        2,640.84
97     Rite Aid Corp.         N         Y          NA           Y         N        N            Hard          0.00            0.00
98        NA                 NA        NA          NA           Y         N        Y            None          0.00        1,349.16
99        NA                 NA        NA          NA           Y         N        Y            None          0.00        2,033.28
100     CVS Corp.             Y         N          NA           Y         N        Y            Hard          0.00        2,025.00
101   Federal Express         Y         N          NA           Y         N        Y            Hard          0.00            0.00
102       NA                 NA        NA          NA           Y         N        Y            None          0.00        1,524.00
103    Rite Aid Corp.         N         Y          NA           Y         N        N            Hard          0.00            0.00
104       NA                 NA        NA          NA           Y         N        Y            None      3,125.00       10,500.00
105       NA                 NA        NA          NA           Y         N        Y            None          0.00       10,800.00
106     CVS Corp.             Y         N          NA           Y         N        Y            Hard          0.00        1,923.72
107       NA                 NA        NA          NA           Y         N        Y            None          0.00        1,193.04
108       NA                 NA        NA          NA           Y         N        Y            None          0.00        3,656.40
109       NA                 NA        NA          NA           Y         N        Y            None          0.00        2,559.96
110       NA                 NA        NA          NA           Y         N        Y            None          0.00        5,100.00
111       NA                 NA        NA          NA           Y         N        Y            None          0.00        6,000.00
112       NA                 NA        NA          NA           Y         N        Y            None          0.00        9,036.00
113    Rite Aid Corp.         N         Y          NA           Y         N        N            Hard          0.00            0.00
114       NA                 NA        NA          NA           Y         N        Y            None          0.00        1,032.00
115       NA                 NA        NA          NA           Y         N        Y            None          0.00        3,451.92
116       NA                 NA        NA          NA           Y         N        Y            None          0.00        1,684.44
117       NA                 NA        NA          NA           Y         N        Y            None          0.00        9,792.00
118       NA                 NA        NA          NA           Y         N        Y            None          0.00        4,275.00
119       NA                 NA        NA          NA           Y         N        Y            None      1,437.50          810.00
120       NA                 NA        NA          NA           Y         N        Y          Springing       0.00        9,999.96
121       NA                 NA        NA          NA           Y         N        Y            None          0.00        1,678.68
122       NA                 NA        NA          NA           Y         N        Y            None      2,500.00        4,749.96
123       NA                 NA        NA          NA           Y         N        Y            None          0.00        1,497.00
124       NA                 NA        NA          NA           Y         N        Y            None          0.00        5,541.96
125       NA                 NA        NA          NA           Y         N        Y            None          0.00        3,671.64
</TABLE>


<TABLE>
<CAPTION>
                INITIAL DEPOSIT
MORTGAGE          TO CAPITAL          INITIAL
  LOAN           IMPROVEMENTS         TI/LC
 NUMBER            RESERVE            ESCROW
 ------            -------            ------
<S>            <C>              <C>
1                      0.00           0.00
2              3,000,000.00           0.00
2.1            1,180,000.00           0.00
2.2            1,000,000.00           0.00
2.3              820,000.00           0.00
3                      0.00           0.00
4                      0.00     900,000.00
5                      0.00           0.00
6              7,000,000.00           0.00
7                 47,781.25           0.00
7.1                1,750.00           0.00
7.2                  625.00           0.00
7.3                4,375.00           0.00
7.4                8,625.00           0.00
7.5               15,812.50           0.00
7.6                  625.00           0.00
7.7                2,843.75           0.00
7.8               13,125.00           0.00
8                 11,250.00           0.00
9                  3,500.00       5,000.00
10               138,253.75           0.00
10.1              10,378.75           0.00
10.2                 250.00           0.00
10.3              10,250.00           0.00
10.4               3,125.00           0.00
10.5              22,375.00           0.00
10.6               6,500.00           0.00
10.7              62,250.00           0.00
10.8               6,437.50           0.00
10.9              16,687.50           0.00
11                     0.00           0.00
12                     0.00           0.00
13                 7,000.00           0.00
14                     0.00           0.00
15                     0.00           0.00
16                63,550.00     175,000.00
17
18                     0.00           0.00
19                20,296.00           0.00
20                     0.00           0.00
21                     0.00   1,226,575.00
21.1                   0.00   1,375,000.00
21.2                   NA             NA
21.3                   NA             NA
21.4                   NA             NA
21.5                   NA             NA
21.6                   NA             NA
21.7                   NA             NA
21.8                   NA             NA
22                     NA             NA
23                     0.00           0.00
24                     0.00           0.00
25               153,000.00     260,000.00
26                11,812.50           0.00
27                     0.00           0.00
28                31,500.00           0.00
29                     0.00           0.00
30                40,000.00           0.00
31                69,770.00     450,000.00
32                     0.00           0.00
33                20,505.00           0.00
34                30,000.00           0.00
35                 2,705.00           0.00
36                 2,000.00           0.00
37                     0.00           0.00
38                     0.00           0.00
39                 7,469.00           0.00
40 Lo                  0.00           0.00
                 757,106.00           0.00
41                     0.00           0.00
42                15,687.50           0.00
43                     0.00     200,000.00
44                 1,250.00       4,166.67
45                     0.00     100,000.00
46                     0.00           0.00
47                     0.00           0.00
48                67,596.25           0.00
49                     0.00           0.00
50               253,043.75           0.00
51                70,000.00           0.00
52                     0.00           0.00
53                     0.00           0.00
54                     0.00      88,320.00
55                     0.00           0.00
56                13,000.00           0.00
57                15,625.00           0.00
58                22,375.00           0.00
59                 7,312.50           0.00
60                     0.00           0.00
61                 7,875.00      50,808.00
62                     0.00           0.00
63                     0.00           0.00
64                     0.00           0.00
65                 3,850.00           0.00
66                     0.00           0.00
67                     0.00      99,000.00
68                 8,125.00           0.00
69                39,875.00           0.00
70                     0.00           0.00
71                     0.00           0.00
72                     0.00     150,000.00
73                13,256.25           0.00
74                     0.00           0.00
75                     0.00           0.00
76                 9,962.50           0.00
77                     0.00           0.00
78                 3,625.00           0.00
79                     0.00           0.00
80                     0.00           0.00
81                     0.00           0.00
82                     0.00           0.00
83                     0.00           0.00
84                     0.00           0.00
85                     0.00           0.00
86                32,812.50     300,000.00
87                12,937.50           0.00
88                     0.00           0.00
89                     0.00           0.00
90                     0.00      10,260.00
91                17,625.00           0.00
92                18,750.00           0.00
93                17,500.00           0.00
94                     0.00     125,000.00
95                24,437.50           0.00
96                 3,797.50           0.00
97                     0.00           0.00
98                     0.00           0.00
99                     0.00           0.00
100                    0.00           0.00
101                    0.00           0.00
102                    0.00           0.00
103                    0.00           0.00
104                  925.00           0.00
105                6,875.00           0.00
106                    0.00           0.00
107                    0.00           0.00
108                    0.00           0.00
109                    0.00           0.00
110                    0.00           0.00
111                4,562.50           0.00
112                5,468.75           0.00
113                    0.00           0.00
114                    0.00           0.00
115                    0.00           0.00
116                1,187.50     165,000.00
117                3,125.00           0.00
118                    0.00           0.00
119                    0.00           0.00
120                    0.00           0.00
121                    0.00           0.00
122                5,000.00           0.00
123                1,250.00           0.00
124                2,625.00           0.00
125                    0.00           0.00
</TABLE>


<PAGE>




<TABLE>
                                           First Union Commercial Mortgage Securities Inc
                                    Commercial Mortgage Pass Through Certificates, Series 2001-C3

                                          SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY
                                                             EXHIBIT C-1



<CAPTION>
COLLATERAL ID     BORROWER NAME           INVESTOR ID     LOAN AMOUNT      DOCTYPE     EXCEPTION     EXCEPTION DESCRIPTION
-------------     -------------           -----------     -----------      -------     ---------     ---------------------
<S>               <C>                        <C>          <C>               <C>           <C>        <C>
  762001C3        Brenwood Apartments        FUNB         3,376,000.00      NOTE          04         MISSING PAGE (3)

</TABLE>




<PAGE>




                                   EXHIBIT C-2

                         FORM OF CUSTODIAL CERTIFICATION

                                                                  [Date]

German American  Capital Corporation
31 West 52nd Street
New York, New York 10019

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603


First Union Commercial Mortgage Securities, Inc.
One First Union Center
Charlotte, North Carolina 28228
Attention:  Barry Reiner

First Union National Bank
8739 Research Drive - URP4, NC 1075
Charlotte, North Carolina 28262-1075
Attention:  First Union National Bank Commercial Mortgage Trust
            Commercial Mortgage Pass-Through Certificates, Series 2001-C3

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-C3

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 have been
reviewed by it and appear regular on their face and appear to relate to such
Mortgage Loan, (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule for such
Mortgage Loan with respect to the items specified in clauses (v) and (vi)(c) of
the definition of "Mortgage Loan Schedule" is correct and (iv) solely with
respect to the Companion Loans, all documents specified in clause (xii) of the
definition of Mortgage File are in its possession.

None of the Trustee, the Master Servicer, the Special Servicer or any Custodian
is under any duty or obligation to inspect, review or examine any of the
documents, instruments, certificates or other papers relating to the Mortgage
Loans delivered to it to determine that the same are valid, legal, effective,
genuine, enforceable, in recordable form, sufficient or appropriate for the
represented purpose or that they are other than what they purport to be on their
face. Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them under the Pooling and Servicing Agreement.

                                       Respectfully,



                                       _______________________________________

                                       Name:__________________________________
                                       Title: ________________________________


<PAGE>


                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                                                  [Date]


Wells Fargo Bank Minnesota, N.A.
1015 10th Avenue S.E.
Minneapolis, Minnesota  55414
Attn:  Corporate Trust Services (CMBS)-Mortgage Document Custody

     Re:    First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series 2001-C3

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
August 15, 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, LaSalle
Bank National Association, as Paying Agent, and you, as Trustee, the undersigned
hereby requests a release of the Mortgage File (or the portion thereof specified
below) held by you with respect to the following described Mortgage Loan for the
reason indicated below.

Property Name:

Property Address:

Control No.:

            The Mortgage File should be delivered to the following:

                                          ____________________________________
                                          ____________________________________
                                          ____________________________________


                                          Attn: ______________________________
                                          Phone:______________________________
<PAGE>


If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting file (or portion thereof):

______1.    Mortgage Loan paid in full.

            The Master Servicer hereby certifies that all amounts received in
            connection with the Mortgage Loan that are required to be credited
            to the Certificate Account pursuant to the Pooling and Servicing
            Agreement have been or will be so credited.

_____ 2.    Other.  (Describe)

            __________________________________________________________________
            __________________________________________________________________

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.

                                       FIRST UNION NATIONAL BANK,
                                       as Master Servicer


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

[Date]

Wells Fargo Bank Minnesota, N.A.
1015 10th Avenue S.E.
Minneapolis, Minnesota 5544
Attn: Corporate Trust Services (CMBS)-Mortgage Document Custody

     Re:   First Union National Bank Commercial Mortgage Trust,
           Commercial Mortgage Pass-Through Certificates, Series 2001-C3

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
August 15, 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, LaSalle
Bank National Association, as Paying Agent, and you, as Trustee, the undersigned
hereby requests a release of the Mortgage File (or the portion thereof specified
below) held by you with respect to the following described Mortgage Loan for the
reason indicated below.

Property Name:

Property Address:

Control No.:

            The Mortgage File should be delivered to the following:


                                          ____________________________________
                                          ____________________________________
                                          ____________________________________
                                          Attn: ______________________________
                                          Phone:______________________________

If only particular documents in the Mortgage File are requested, please specify
which:


<PAGE>

Reason for requesting file (or portion thereof):

______1.    The Mortgage Loan is being foreclosed.

______2.    Other.  (Describe)

            __________________________________________________________________
            __________________________________________________________________

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan is being foreclosed, in which case the Mortgage File (or such
portion thereof) will be returned when no longer required by us for such
purpose.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                       LENNAR PARTNERS, INC.
                                       as Special Servicer

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

                                    EXHIBIT E

                 CALCULATION OF NOI/DEBT SERVICE COVERAGE RATIOS

            "Net Cash Flow" shall mean the revenue derived from the use and
operation of a Mortgaged Property less operating expenses (such as utilities,
administrative expenses, repairs and maintenance, tenant improvement costs,
leasing commissions, management fees and advertising), fixed expenses (such as
insurance, real estate taxes and, if applicable, ground lease payments) and
replacement reserves and an allowance for vacancies and credit losses. Net Cash
Flow does not reflect interest expenses and non-cash items such as depreciation
and amortization, and generally does not reflect capital expenditures, but does
reflect reserves for replacements and an allowance for vacancies and credit
losses.

            In determining vacancy for the "revenue" component of Net Cash Flow
for each Rental Property, the Special Servicer shall rely on the most recent
rent roll supplied by the related borrower and where the actual vacancy shown
thereon and the market vacancy is less than 1%, the Special Servicer shall
assume a 1% vacancy in determining revenue from rents, except that in the case
of certain anchored shopping centers, space occupied by anchor or single tenants
or other large tenants shall be disregarded in performing the vacancy adjustment
due to the length of the related leases or creditworthiness of such tenants, in
accordance with the respective Mortgage Loan Seller's underwriting standards.
Where the actual or market vacancy was not less than 5.0%, the Special Servicer
shall determine revenue from rents by generally relying on the most recent roll
supplied and the greater of (a) actual historical vacancy at the related
Mortgaged Property, and (b) historical vacancy at comparable properties in the
same market as the related Mortgaged Property. In determining rental revenue for
multifamily, self-storage and mobile home park properties, the Special Servicer
shall either review rental revenue shown on the certified rolling 12-month
operating statements or annualized the rental revenue and reimbursement of
expenses shown on rent rolls or operating statements with respect to the prior
one to twelve month periods. For the other Rental Properties, the Special
Servicer shall annualize rental revenue shown on the most recent certified rent
roll, after applying the vacancy factor, without further regard to the terms
(including expiration dates) of the leases shown thereon. In the case of
hospitality properties, gross receipts shall be determined on the basis of
adjusted average occupancy not to exceed 75.0% and daily rates achieved during
the prior two to three year annual reporting period. In the case of residential
health care facilities, receipts shall be based on historical occupancy levels,
historical operating revenues and the then current occupancy rates. Occupancy
rates for private health care facilities shall be within current market ranges
and vacancy levels shall be at a minimum of 1%. In general, any non-recurring
items and non-property related revenue shall be eliminated from the calculation
except in the case of residential health care facilities.

            In determining the "expense" component of Net Cash Flow for each
Mortgaged Property, the Special Servicer shall rely on the rolling 12-month
operating statements and/or full-year or year-to-date financial statements
supplied by the related borrower, except that (a) if tax or insurance expense
information more current than that reflected in the financial statements is
available, the newer information shall be used, (b) with respect to each
Mortgaged Property, property management fees shall be assumed to be 3% to 7% of
effective gross revenue (except with respect to hospitality properties, where a
minimum of 3.1% of gross receipts shall be assumed, and with respect to limited
service hospitality properties, where a minimum of 4.0% of gross receipts shall
be assumed and, with respect to single tenant properties, where fees as low as
3% of effective gross receipts shall be assumed), (c) assumptions shall be made
with respect to reserves for leasing commission, tenant improvement expenses and
capital expenditures and (d) expenses shall be assumed to include annual
replacement reserves. In addition, in some instances, the Special Servicer may
recharacterize as capital expenditures those items reported by borrowers as
operating expenses (thus increasing "net cash flow") where determined
appropriate.


<PAGE>

                                    EXHIBIT F

                            UPDATED COLLECTION REPORT

Servicer
First Union 2001-C3

For the Collection Period Ending:
Master Servicer Remittance Date
UPDATED COLLECTION REPORT

<TABLE>
<CAPTION>

                                                 SCHEDULED       SCHEDULED        CURRENT        CURRENT
   PRIMARY        PROSPECTUS       PRIMARY       PRINCIPAL        INTEREST       PRINCIPAL      INTEREST       PAID TO DATE AT
 SERVICER ID      LOAN NUMBER    LOAN NUMBER      AMOUNT           AMOUNT         ADVANCE        ADVANCE        DETERMINATION
 -----------      -----------    -----------      ------           ------         -------        -------        -------------
<S>               <C>            <C>              <C>              <C>            <C>            <C>            <C>








</TABLE>

TABLE (CONTINUED)


                 PRIMARY        SUB         MASTER
   UPDATED      SERVICER      SERVICER     SERVICER      RETAINED       NET
 PAID TO DATE     FEES          FEES         FEES          FEES      ADVANCE
 ------------     ----          ----         ----          ----      -------






<PAGE>

                                   EXHIBIT G-1

                         FORM OF TRANSFEROR CERTIFICATE

                                                                  [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn:  Asset-Backed Securities Trust Services Group-
       First Union Commercial Securities, Inc., Series 2001 C-3

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C3 (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 August 21, 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 August 15, 2001,
among First Union Commercial Mortgage Securities, Inc., as depositor, First
Union National Bank, as master servicer, Lennar Partners, Inc., as special
servicer, LaSalle Bank National Association, as paying agent, and Wells Fargo
Bank Minnesota, N.A., as trustee. All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

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

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

                                       Very truly yours,

                                       _______________________________________
                                                  (Transferor)



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

                                   EXHIBIT G-2

                         FORM OF TRANSFEREE CERTIFICATE
                                    FOR QIBs

                                                                  [Date]
LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn:  Asset-Backed Securities Trust Services Group-First Union
       Commercial Mortgage Securities, Inc., Series 2001 C-3

       Re:   First Union National Bank Commercial  Mortgage Trust,
             Commercial Mortgage Pass-Through Certificates,
             Series 2001-C3   (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 August 21, 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 August 15, 2001,
among First Union Commercial Mortgage Securities, Inc., as depositor, First
Union National Bank, as master servicer, Lennar Partners, Inc., as special
servicer, LaSalle Bank National Association, as paying agent, 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 A-3, Class B, Class
      C, Class D, Class E, Class F, Class G, Class H, 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 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 J, Class K, Class L, Class M, Class N, Class
      O or Class P 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 AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
      STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
      WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
      TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
      IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

      -AND-

      [In the case of Class R-I, Class R-II, Class Z-I or Class Z-II]: NO
      TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
      "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
      4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
      BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
      MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR
      ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A
      PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO
      ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
      FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
      CERTIFICATE IN VIOLATION OF THE FOREGOING.

      [In the case of Class J, Class K, Class L, Class M, Class N, Class O or
      Class P Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST
      THEREIN SHALL BE MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF
      THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")
      OR A "PLAN" DESCRIBED BY SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED (THE "CODE"), OR ANY OTHER RETIREMENT PLAN OR OTHER
      EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR
      LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE
      CODE, OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON
      OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN
      INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL
      OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION SECTIONS I AND III
      OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
      95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
      CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL
      NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accept a
      pledge, disposition or other transfer of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate pursuant
      thereto. The Transferee will not act, nor has it authorized or will it
      authorize any person to act, in any manner set forth in the foregoing
      sentence with respect to any Certificate.

                                       Very truly yours,


                                       _______________________________________
                                                     (Transferee)

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

                                                          ANNEX 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 LaSalle Bank National Association, as Certificate
Registrar, with respect to the mortgage pass-through certificate being
transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

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

        2.  The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) the Transferee owned and/or invested on a discretionary basis
$____________ / _____________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) [Transferee must own
and/or invest on a discretionary basis at least $100,000,000 in securities
unless Transferee is a dealer, and, in that case, Transferee must own and/or
invest on, a discretionary basis at least $10,000,000 in securities.] and (ii)
the Transferee satisfies the criteria in the category marked below.

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

      ____  Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any State, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the State or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Certificate in
            the case of a U.S. bank, and not more than 18 months preceding such
            date of sale for a foreign bank or equivalent institution.

      ____  Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a State or Federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Certificate in
            the case of a U.S. savings and loan association, and not more than
            18 months preceding such date of sale for a foreign savings and loan
            association or equivalent institution.

      ____  Broker-dealer.  The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934.

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

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

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

      ____  Investment Advisor.  The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940.

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

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

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

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


       ________             ________       Will  the  Transferee  be  purchasing
         Yes                   No          the Transferred  Certificate only for
                                           the Transferee's own account?

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

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

                                       Print Name of Transferee


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Date:_______________________________


<PAGE>
                                                          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 LaSalle Bank National Association, 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").

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

        4.  The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

        5.  The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

       ________             ________      Will the  Transferee be purchasing the
         Yes                   No         Transferred  Certificate  only for the
                                          Transferee's own account?

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

        7.  The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificate will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.

                                       Print Name of Transferee or Adviser


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

                                   EXHIBIT G-3

                         FORM OF TRANSFEREE CERTIFICATE

                                  FOR NON-QIBs

                                                                  [Date]
LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: Asset-Backed Securities Trust Services Group-First Union
      Commercial Mortgage Securities, Inc., Series 2001-C3

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C3   (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 August 21, 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 August 15, 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, LaSalle Bank National Association, as paying agent,
and Wells Fargo Bank Minnesota, N.A., as trustee . All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

      1. The Transferee is acquiring the Transferred Certificate for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

      2. The Transferee understands that (a) the Certificates have not been and
will not be registered under the Securities Act or registered or qualified under
any applicable state securities laws, (b) neither the Depositor nor the Trustee
or the Certificate Registrar is obligated so to register or qualify the
Certificates and (c) the Certificates may not be resold or transferred unless
they are (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in transactions which are exempt from such registration and
qualification and the Certificate Registrar has received either (A)
certifications from both the transferor and the transferee (substantially in the
forms attached to the Pooling and Servicing Agreement) setting forth the facts
surrounding the transfer or (B) an opinion of counsel satisfactory to the
Certificate Registrar with respect to the availability of such exemption (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with
copies of the certification(s) from the Transferor and/or Transferee setting
forth the facts surrounding the transfer upon which such opinion is based. Any
holder of a Certificate desiring to effect such a transfer shall, and upon
acquisition of such Certificate shall be deemed to have agreed to, indemnify the
Trustee, the Certificate Registrar and the Depositor against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

      3. The Transferee understands that it may not sell or otherwise transfer
any portion of its interest in the Transferred Certificate except in compliance
with the provisions of Section 5.02 of the Pooling and Servicing Agreement,
which provisions it has carefully reviewed, and that the Transferred Certificate
will bear legends substantially to the following effect:

      [In the case of Unregistered Certificates]: THE CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

      -AND-

      [In the case of Class R-I, Class R-II, Class Z-I or Class Z-II
Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE
SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.

       [In the case of Class J, Class K, Class L, Class M, Class N, Class O or
Class P Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A "PLAN"
DESCRIBED BY SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED TO HOLD PLAN
ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A
"PLAN") UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR,
AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 ("PTE 95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED
TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL
NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

      4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) solicited any offer to buy or accept a pledge, disposition or other
transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of any
Certificate under the Securities Act, would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law or would require registration or qualification of any Certificate
pursuant thereto. The Transferee will not act, nor has it authorized or will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to any Certificate.

      5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Certificates and distributions thereon, (c) the Pooling
and Servicing Agreement, and (d) all related matters, that it has requested.

      6. The Transferee has been furnished a copy of the Private Placement
Memorandum dated 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 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 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 J, Class K, Class L, Class M, Class N,
Class O and Class P 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:______________________________


<PAGE>
                                    EXHIBIT H

                   FORM OF PROSPECTIVE TRANSFEREE CERTIFICATE

                                                                  [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: Asset-Backed Securities Trust Services Group-First Union
      Commercial Mortgage Securities, Inc., Series 2001-C3

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C3   (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 August 15, 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, LaSalle Bank National Association, as paying agent,
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 A-3, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class IO-I or Class IO-II
Certificate, the Transferee either (A) is not an "employee benefit plan" subject
to ERISA or a "plan" described by Section 4975(e)(1) of the Code or any other
retirement plan or other employee benefit plan or arrangement subject to any
federal, state or local law materially similar to the foregoing provisions of
ERISA and the Code, or any entity deemed to hold plan assets of the foregoing by
reason of a plan's investment in such entity (each, a "Plan") or (B) (1)
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
under the Securities Act and 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 J, Class K, Class L, Class M, Class N, Class
O or Class P Certificate, the Transferee either (A) is not an "employee benefit
plan" subject to Title I of ERISA or a "plan" described by Section 4975(e)(1) of
the Code, or any other retirement plan or other employee benefit plan or
arrangement subject to any federal, state or local law materially similar to the
foregoing provisions of ERISA and the Code, or any entity deemed to hold plan
assets of the foregoing by reason of a plan's investment in such entity (each, a
"Plan") or (B) (1) is an insurance company general account which is eligible
for, and satisfies all of the requirements for, exemptive relief under Sections
I and III of Department of Labor Prohibited Transaction Class Exemption 95-60
("PTE 95-60") or (2) has provided a certification of facts and Opinion of
Counsel (which Opinion of Counsel shall not be an expense of the Trustee, Trust
or Certificate Registrar) on which the Trustee may conclusively rely, that such
transfer will not result in the imposition of an excise tax under Section 4975
of the Code.

            In the case of a Class R-I, Class R-II, Class Z-I or Class Z-II
Certificate, the Transferee is not an "employee benefit plan" subject to Title I
of ERISA or a "plan" described by Section 4975(e)(1) of the Code or any other
retirement plan or other employee benefit plan or arrangement subject to any
federal, state or local law materially similar to the foregoing provisions of
ERISA and the Code, or any entity deemed to hold plan assets of the foregoing by
reason of a plan's investment in such entity (each, a "Plan").

            IN WITNESS WHEREOF, the undersigned has executed this certificate as
of the date first written above.



                                       _________________________________________
                                                  [Name of Transferee]



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>


                                   EXHIBIT I-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

                        PURSUANT TO SECTION 5.02(d)(i)(2)


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

            [NAME OF OFFICER], being first duly sworn, deposes, and represents
and warrants:

            1.  That he is a [Title of Officer] of [Name of Owner] (the
      "Owner"), a corporation duly organized and existing under the laws of the
      [State of ___________] [the United States], and the owner of the First
      Union Commercial Mortgage Securities, Inc., Commercial Mortgage
      Pass-Through Certificates, Series 2001-C3, 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 August 15, 2001, among First Union Commercial Mortgage
      Securities, Inc., as Depositor, First Union National Bank, as Master
      Servicer, Lennar Partners, Inc., as Special Servicer, LaSalle Bank
      National Association, as Paying Agent 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
      Paying Agent 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. 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.

            6. That the Owner consents to any additional restrictions or
      arrangements that shall be deemed necessary upon advice of counsel to
      constitute a reasonable arrangement to ensure that the Class [R-I] [R-II]
      Certificates will only be owned, directly or indirectly, by Permitted
      Transferees.

            7. That the Owner's taxpayer identification number is _____________.

            8. That the Owner has reviewed the restrictions set forth on the
      face of the Class [R-I] [R-II] Certificates and the provisions of Section
      5.02 of the Pooling and Servicing Agreement under which the Class [R-I]
      [R-II] Certificates were issued (and, in particular, the Owner is aware
      that such Section authorizes the Trustee to deliver payments to a person
      other than the Owner and negotiate a mandatory sale by the Trustee in the
      event that the Owner holds such Certificate in violation of Section 5.02);
      and that the Owner expressly agrees to be bound by and to comply with such
      restrictions and provisions.

            9. That the Owner is not acquiring and will not transfer the Class
      [R-I] [R-II] Certificates in order to impede the assessment or collection
      of any tax.

            10. That the Owner has historically paid its debts as they have come
      due, intends to continue to pay its debts as they come due in the future,
      and anticipates that it will, so long as it holds any of the Class [R-I]
      [R-II] Certificates, have sufficient assets to pay any taxes owed by the
      holder of such Class [R-I] [R-II] Certificates.

            11. That the Owner has no present knowledge that it may become
      insolvent or subject to a bankruptcy proceeding for so long as it holds
      any of the Class [R-I] [R-II] Certificates.

            12. That the Owner has no present knowledge or expectation that it
      will be unable to pay any United States taxes owed by it so long as any of
      the Certificates remain outstanding. In this regard, the Owner hereby
      represents to and for the benefit of the Person from whom it acquired the
      Class [R-I] [R-II] Certificates that the Owner intends to pay taxes
      associated with holding the Class [R-I] [R-II] Certificates as they become
      due, fully understanding that it may incur tax liabilities in excess of
      any cash flows generated by the Class [R-I] [R-II] Certificates.

            13. That the Owner is not acquiring the Class [R-I] [R-II]
      Certificates with the intent to transfer any of the Class [R-I] [R-II]
      Certificates to any person or entity that will not have sufficient assets
      to pay any taxes owed by the holder of such Class [R-I] [R-II]
      Certificates, or that may become insolvent or subject to a bankruptcy
      proceeding, for so long as the Class [R-I] [R-II] Certificates remain
      outstanding.

            14. That the Owner will, in connection with any transfer that it
      makes of the Class [R-I] [R-II] Certificates, obtain from its transferee
      the representations required by Section 5.02(d) of the Pooling and
      Servicing Agreement under which the Class [R-I] [R-II] Certificates were
      issued and will not consummate any such transfer if it knows, or knows
      facts that should lead it to believe, that any such representations are
      false.

            15. That the Owner will, in connection with any transfer that it
      makes of any Class [R-I] [R-II] Certificate, deliver to the Certificate
      Registrar an affidavit, which represents and warrants that it is not
      transferring such Class [R-I] [R-II] Certificate to impede the assessment
      or collection of any tax and that it has no actual knowledge that the
      proposed transferee: (i) has insufficient assets to pay any taxes owed by
      such transferee as holder of such Class [R-I] [R-II] Certificate; (ii) may
      become insolvent or subject to a bankruptcy proceeding, for so long as the
      Class [R-I] [R-II] Certificates remain outstanding; and (iii) is not a
      "Permitted Transferee".

            16. *[The Owner has computed any consideration paid to it to acquire
      the Class [R-I] [R-II] Certificate in accordance with proposed U.S.
      Treasury Regulations Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or,
      after they have been finalized, the final regulations) by computing
      present values using a discount rate equal to the applicable Federal Rate
      prescribed by Section 1274(d) of the Code, compounded semi-annually.]

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

* Insert appropriate paragraph, if applicable.


            [The Owner has computed any consideration paid to it to acquire the
      Class [R-I] [R-II] Certificate in accordance with the proposed U.S.
      Treasury Regulations Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or,
      after they have been finalized, the final regulations) by computing
      present values using a discount rate at least equal to the rate at which
      the Owner regularly borrows, in the ordinary course of its trade or
      business, substantial funds from unrelated third parties. The Owner has
      provided all information necessary to demonstrate to the transferor that
      it regularly borrows at such rate.]

            [The transfer of the Class [R-I] [R-II] Certificate complies with
      Section 6 of Revenue Procedure 2001-12 (the "Revenue Procedure"), 2001-3
      I.R.B. 335 (January 16, 2001) (or comparable provisions of applicable
      final U.S. Treasury Regulations) and, accordingly,

            (i)   the Owner is an "eligible corporation," as defined in Section
                  860L(a)(2) of the Code, as to which income from Class [R-I]
                  [R-II] Certificate will only be taxed in the United States;

            (ii)  at the time of the transfer, and at the close of the Owner's
                  two fiscal years preceding the year of the transfer, the Owner
                  had gross assets for financial reporting purposes (excluding
                  any obligation of a person related to the Owner within the
                  meaning of Section 860L(g) of the Code) in excess of the $100
                  million and net assets in excess of $10 million;

            (iii) the Owner will transfer the Class [R-I] [R-II] Certificate
                  only to another "eligible corporation," as defined in Section
                  860(a)(2) of the Code, in a transaction that satisfies the
                  requirements of Section 4 of the Revenue Procedure; and

            (iv)  the Owner determined the consideration paid to it to acquire
                  the Class [R-I] [R-II] Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Owner) that it has determined in good faith.]

            [RESERVED]


<PAGE>

            IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, by its [Title of Officer] and Authorized Signatory,
attested by its Assistant Secretary, this ____ day of _____, ___.

                                       [NAME OF OWNER]



                                       By:____________________________________
                                          [Name of Officer]
                                          [Title of Officer]



______________________________
    [Assistant] Secretary


            Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be [Title of Officer], and acknowledged to me that he executed
the same as his free act and deed and the free act and deed of the Owner.

            Subscribed and sworn before me this ____ day of _____, _____.



                                       _______________________________________
                                                    NOTARY PUBLIC



                                       COUNTY OF _____________________________
                                       STATE OF ______________________________


                                       My Commission expires the
                                       ____ day of ___________, ____.


<PAGE>


                                   EXHIBIT I-2

                         FORM OF TRANSFEROR CERTIFICATE

                        PURSUANT TO SECTION 5.02(d)(i)(4)

                                                                  [Date]
LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: Asset-Backed Securities Trust Services Group-First Union
      Commercial Mortgage Securities, Inc., Series 2001-C3

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C3, 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 August 15, 2001, among
First Union Commercial Mortgage Securities, Inc., as depositor, First Union
National Bank, as master servicer, Lennar Partners, Inc., as special servicer,
LaSalle Bank National Association, as paying agent, 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.

            4. The Transferor understands that the transfer of the Class [R-I]
      [R-II] Certificates may not be respected for United States income tax
      purposes (and the Transferor may continue to be liable for United States
      income taxes associated therewith) unless the tests described above in
      Paragraph 3(i) or 3(ii) have been met as to any transfer.

                                    Very truly yours,



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>




                                   EXHIBIT J-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                  [Date]

Standard & Poor's Rating Services
55 Water Street
New York, New York 10041

Fitch, Inc.
One State Street Plaza
New York, New York  10041

Ladies and Gentlemen:

            This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement dated as of August 15, 2001 relating to First
Union National Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2001-C3 (the "Agreement"). Any term with initial capital
letters not otherwise defined in this notice has the meaning given such term in
the Agreement.

            Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
___________________ to serve as the Special Servicer under the Agreement.

            The designation of ____________________ as Special Servicer will
become final if certain conditions are met and on the date you will deliver to
Wells Fargo Bank Minnesota, N.A., the trustee under the Agreement (the
"Trustee"), a written confirmation stating that the appointment of the person
designated to become the Special Servicer will not result in the qualification,
downgrading or withdrawal of the rating or ratings assigned to one or more
Classes of the Certificates.


<PAGE>


            Please acknowledge receipt of this notice by signing the enclosed
copy of this notice where indicated below and returning it to the Trustee, in
the enclosed stamped self-addressed envelope.

                                       Very truly yours,


                                       WELLS FARGO BANK MINNESOTA, N.A.



                                       By:____________________________________
                                          Title:______________________________



Receipt and acknowledged:
                                           Fitch, Inc.

Standard & Poor's Rating Services

By:  __________________________            By:  ______________________________

Title:  _______________________            Title:  ___________________________

Date:  ________________________            Date:  ____________________________


<PAGE>




                                   EXHIBIT J-2


               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER


                                                                  [Date]


Wells Fargo Bank Minnesota, N.A
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
Attn:  First Union National Bank, Series 2001-C3

Ladies & Gentlemen:

            Pursuant to Section 6.09 of the Pooling and Servicing Agreement
dated as of August 15, 2001 relating to First Union National Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C3
(the "Agreement"), the undersigned hereby agrees with all the other parties to
the Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges that, as of the
date hereof, it is and shall be a party to the Agreement and bound thereby to
the full extent indicated therein in the capacity of Special Servicer. The
undersigned hereby makes, as of the date hereof, the representations and
warranties set forth in Section 3.23(b) of the Agreement as if it were the
Special Servicer thereunder.


                                       _______________________________________



                                       By:____________________________________
                                          Name: ______________________________
                                          Title: _____________________________

<PAGE>




                                    EXHIBIT K

                        FORM OF CMSA PROPERTY FILE REPORT


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION

                              CMSA "PROPERTY" FILE

                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "P"


<TABLE>
<CAPTION>
-----------------------------------      -------------------------------------------------------------------------------------------

SPECIFICATION                            DESCRIPTION/COMMENTS
-----------------------------------      -------------------------------------------------------------------------------------------
<S>                                      <C>

Acceptable Media Types                   Magnetic Tape, Diskette, Electronic Transfer
Character Set                            ASCII
Field Delineation                        Comma
Density (Bytes-Per-Inch)                 1600 or 6250
Magnetic Tape Label                      None (unlabeled)
Magnetic Tape Blocking Factor            10285 (17 records per block)
Physical Media Label                     Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking
                                           Factor; Record Length
Return Address Label                     Required for return of physical media (magnetic tape or diskette)
</TABLE>




<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                        FIELD            FORMAT                                                           LOAN FIELD
       FIELD NAME                       NUMBER   TYPE    EXAMPLE      DESCRIPTION/COMMENTS                                REFERENCE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>    <C>    <C>           <C>
Transaction Id                             1      AN      XXX97001     Unique Issue Identification Mnemonic                   S1, L1
Loan ID                                    2      AN      XXX9701A     Unique Servicer Loan Number Assigned To Each
                                                                         Collateral Item In A Pool                            S3, L3
Prospectus Loan ID                         3      AN        123        Unique Identification Number Assigned To Each
                                                                         Collateral Item In The Propectus                     S4, L4
Property ID                                4      AN      1001-001     Should contain Prospectus ID and property identifier,
                                                                         e.g., 1001-001, 1000-002
Distribution Date                          5      AN      YYYYMMDD     Date Payments  Made To Certificateholders                L5
Cross-Collateralized Loan Grouping         6      AN        Text       All Loans With The Same Value Are Crossed, For
                                                                         example : "X02-1" would be populated in this field
                                                                         for all related loans, "X02-2" would be populated
                                                                         for the next group of related loans.                   S75
Property Name                              7      AN        Text                                                                S55
Property Address                           8      AN        Text                                                                S56
Property City                              9      AN        Text                                                                S57
Property State                             10     AN         FL                                                                 S58
Property Zip Code                          11     AN       30303                                                                S59
Property County                            12     AN        Text                                                                S60
Property Type Code                         13     AN         MF                                                                 S61
Year Built                                 14     AN        YYYY                                                                S64
Year Last Renovated                        15     AN        YYYY
Net Square Feet At Contribution            16   Numeric    25000       RT, IN, WH, OF, MU, OT                                   S62
# Of Units/Beds/Rooms At Contribution      17   Numeric      75        MF, MH, LO,MU, HC, SS                                    S63
Property Status                            18     AN         1         1=FCL, 2=REO, 3=Defeased, 4=Partial Release,
                                                                         5= Released, 6= Same as at Contribution
Allocated Percentage of Loan at
  Contribution                             19   Numeric     0.75       Issuer to allocate loan % attributable to property
                                                                         for multi-property loans
Current Allocated Percentage               20   Numeric     0.75       Maintained by servicer. If not supplied in by
                                                                         Issuer or Underwriter, use Underwritting NOI or
                                                                         NCF to calculate
Current Allocated Ending Scheduled
  Loan Amount                              21   Numeric  5900900.00    Calculation based on Current Allocated Percentage
                                                                         and Current Ending ScL7duled Principal Balance
                                                                         (L7) for associated loan.                              L7
Ground Lease (Y/S/N)                       22     AN         N         Either Y=Yes, S=Subordinate, N= No ground lease          S74
Total Reserve Balance                      23   Numeric   25000.00     For Maintenance, Repairs, & Environmental.
                                                                         (Excludes Tax & Insurance Escrows).  An amount
                                                                         should be printed if the value in Setup File
                                                                         field 77 is "Y"                                        S77
Most Recent Appraisal Date                 24     AN      YYYYMMDD                                                              L74
Most Recent Appraisal Value                25   Numeric  1000000.00                                                             L75
Date Asset Expected to Be Resolved
  or Foreclosed                            26     AN      YYYYMMDD     Could be different dates for different properties.
                                                                         If in Foreclosure - Expected Date of Foreclosure
                                                                         and if REO - Expected Sale Date.                       L79
Foreclosure Date                           27     AN      YYYYMMDD                                                              L42
REO Date                                   28     AN      YYYYMMDD                                                              L43
Most Recent Physical Occupancy             29   Numeric     0.75                                                                L71
Occupancy As of Date                       30     AN      YYYYMMDD     Typically should be the effective date of the
                                                                        Rent Roll
Date Lease Rollover Review                 31     AN      YYYYMMDD     Roll over review to be completed every 12 months
% Sq. Feet expiring 1-12 months            32   Numeric     0.2        Apply to Property Types - RT, IN, WH, OF, MU, OT         S62
% Sq. Feet  expiring 13-24 months          33   Numeric     0.2        Apply to Property Types - RT, IN, WH, OF, MU, OT         S62
% Sq. Feet expiring 25-36 months           34   Numeric     0.2        Apply to Property Types - RT, IN, WH, OF, MU, OT         S62
% Sq. Feet  expiring 37-48 months          35   Numeric     0.2        Apply to Property Types - RT, IN, WH, OF, MU, OT         S62
% Sq. Feet  expiring 49-60 months          36   Numeric     0.2        Apply to Property Types - RT, IN, WH, OF, MU, OT         S62
Largest Tenant                             37     AN        Text       For Office, WH, Retail, Industrial, Other or Mixed
                                                                         Use, as applicable
Square Feet of Largest Tenant              38   Numeric    15000
2nd Largest Tenant                         39     AN        Text       For Office, WH, Retail, Industrial, Other or Mixed
                                                                         Use, as applicable
Square Feet of 2nd Largest Tenant          40   Numeric    15000
3rd Largest Tenant                         41     AN        Text       For Office, WH, Retail, Industrial, Other or Mixed
                                                                         Use, as applicable
Square Feet of 3rd Largest Tenant          42   Numeric    15000
Fiscal Year End Month                      43   Numeric      MM        Needed to indicate month ending for borrower's
                                                                         Fiscal Year.  For example : "12"
Contribution Financials As Of Date         44     AN      YYYYMMDD                                                              S72
Revenue At Contribution                    45   Numeric  1000000.00    Should match the prospectus if available. At the
                                                                         Property Level                                         S70
Operating Expenses At Contribution         46   Numeric  1000000.00    Should match the prospectus if available. At the
                                                                         Property Level                                         S71
NOI At Contribution                        47   Numeric  1000000.00    Should match the prospectus if available. At the
                                                                         Property Level                                         S65
DSCR (NOI) At Contribution                 48   Numeric     1.5        Should match the prospectus if available.                S66
Appraisal Value At Contribution            49   Numeric  1000000.00                                                             S67
Appraisal Date At Contribution             50     AN      YYYYMMDD                                                              S68
Physical Occupancy At Contribution         51   Numeric     0.9                                                                 S69
Date of Last Inspection                    52     AN      YYYYMMDD     Date of last physical site inspection
Preceding Fiscal Year Financial As of Date 53     AN      YYYYMMDD                                                              L58
Preceding Fiscal Year Revenue              54   Numeric  1000000.00                                                             L52
Preceding Fiscal Year Operating Expenses   55   Numeric  1000000.00                                                             L53
Preceding Fiscal Year NOI                  56   Numeric  1000000.00                                                             L54
Preceding Fiscal Yr Debt Service Amount    57   Numeric  1000000.00    Calculate using P20(percentage) to get the allocated
                                                                         amount for each property                               L55
Preceding Fiscal Year DSCR (NOI)           58   Numeric     1.3        Uses the property NOI and the allocated debt service
                                                                         amount                                                 L56
Preceding Fiscal Year Physical Occupancy   59   Numeric     0.9                                                                 L57
Second Preceding FY Financial As of Date   60     AN      YYYYMMDD                                                              L65
Second Preceding Fiscal Year Revenue       61   Numeric  1000000.00                                                             L59
Second Preceding FY Operating Expenses     62   Numeric  1000000.00                                                             L60
Second Preceding Fiscal Year NOI           63   Numeric  1000000.00                                                             L61
Second Preceding FY Debt Service Amount    64   Numeric  1000000.00    Calculate using P20(percentage) to get the allocated
                                                                         amount for each property                               L62
Second Preceding Fiscal Year DSCR (NOI)    65   Numeric     1.3        Uses the property NOI and the allocated debt service
                                                                         amount                                                 L63
Second Preceding FY Physical Occupancy     66   Numeric     0.9                                                                 L64
Property Contribution Date                 67     AN      YYYYMMDD     Date Property was contributed                            L85
Most Recent Revenue                        68   Numeric  1000000.00    Most Recent Revenue                                      L66
Most Recent Operating Expenses             69   Numeric  1000000.00    Most Recent Operating Expenses                           L67
Most Recent NOI                            70   Numeric  1000000.00    Most Recent Net Operating Income                         L68
Most Recent Debt Service Amount            71   Numeric  1000000.00    Calculate using P20(percentage) to get the allocated
                                                                         amount for each property                               L69
Most Recent DSCR (NOI)                     72   Numeric     2.55       Uses the property NOI and the allocated debt
                                                                         service amount                                         L70
Most Recent Financial As of Start Date     73     AN      YYYYMMDD     Start date used to calculate Most Recent information
                                                                         either YTD or trailng 12 months                        L72
Most Recent Financial As of End Date       74     AN      YYYYMMDD     End date used to calculate Most Recent information
                                                                         either YTD or trailing 12 months                       L73
Most Recent Financial Indicator            75     AN       T or Y      T= Trailing 12 months Y = Year to Date                   L82
NCF At Contribution                        76   Numeric  1000000.00    Net Cash Flow At Contribution.   Should match the
                                                                         prospectus if available.                               S83
DSCR (NCF) At Contribution                 77   Numeric     1.5        DSCR At Contribution using NCF to calculate.
                                                                         Should match the prospectus if available.              S84
Preceding Fiscal Year NCF                  78   Numeric  1000000.00    Preceding Fiscal Year Net Cash Flow related to
                                                                         Financial As of Date P53.                              L92
Preceding Fiscal Year DSCR (NCF)           79   Numeric     2.55       Preceding Fiscal Yr Debt Service Coverage Ratio
                                                                         using NCF related to Financial As of Date P53.         L93
Second Preceding FY NCF                    80   Numeric  1000000.00    Second Preceding Fiscal Year Net Cash Flow related
                                                                         to Financial As of Date P60.                           L94
Second Preceding FY DSCR (NCF)             81   Numeric     2.55       Second Preceding Fiscal Year Debt Service Coverage
                                                                         Ratio using Net Cash Flow related to Financial
                                                                         As of Date P60.                                        L95
Most Recent NCF                            82   Numeric  1000000.00    Most Recent Net Cash Flow related to Financial As
                                                                         of Date P74.                                           L96
Most Recent DSCR (NCF)                     83   Numeric     2.55       Most Recent Debt Service Coverage Ratio using Net
                                                                         Cash Flow related to Financial As of Date P74.         L97
NOI/NCF Indicator                          84     AN        Text       Indicates how NOI or Net Cash Flow was calculated
                                                                         should be the same for each financial period.
                                                                         See NOI/NCF Indicator Legend.                          L90
Deferred Maintenance Flag                  85     AN         N         Either Y=Yes or N= No, Deferred Maintenance
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------  ------------------------------------------------------------------------------------
   PROPERTY TYPES CODE                                               NOI/NCF INDICATOR
         LEGEND                                                          LEGEND
-----------------------------------  ------------------------------------------------------------------------------------
<S>         <C>                       <C>        <C>
MF          Multifamily               CMSA       Calculated using CMSA standard
RT          Retail                    PSA        Calculated using a definition given in the PSA
HC          Health Care               U/W        Calculated using the underwriting method
IN          Industrial
WH          Warehouse
MH          Mobile Home Park
OF          Office
MU          Mixed Use
LO          Lodging
SS          Self Storage
OT          Other
SE          Securities
</TABLE>
<PAGE>



                                    EXHIBIT L

                 FORM OF COMPARATIVE FINANCIAL STATUS REPORT


                         CSMA INVESTOR REPORTING PACKAGE
                       COMPARATIVE FINANCIAL STATUS REPORT
                          as of _______________________
                             (PROPERTY LEVEL REPORT)


Operating Information Reflected As NOI       or NCF
------------------------------------------------------------------------------

    P4         P9      P10         P52         P21          L8       P57

--------    -------  ------    ----------   ----------  -------  -----------
                                  Last        Current              Allocated
                                 Property    Allocated    Paid      Annual
 Property                       Inspection     Loan       Thru       Debt
   ID        City      State       Date       Amount      Date     Service
--------    -------  ------    ----------   ----------  -------  -----------
                                yyyymmdd

List all properties currently in deal with or without information laargest
to smallest loan


This report should reflect the information provided in the CMSA Property
File and CMSA Loan Periodic Update File.





Total                                           $                     $
------------------------------------------------------------------------------




Operating Information Reflected As NOI____ or NCF______
------------------------------------------------------------------------------

    P44           P51       P45                P47 OR P76        P48 OR P77
  BASE YEAR                             ORIGINAL UNDERWRITING
                                           INFORMATION
------------    -------   --------      ----------------------   -----------
  Financial
 Info as of       %         Total               $                    (1)
    Date         OCC       Revenue           NOI/NCF                DSCR
------------    -------   --------      ----------------------   -----------
 yyyymmdd

List all properties currently in deal with or without information laargest
to smallest loan


This report should reflect the information provided in the CMSA Property
File and CMSA Loan Periodic Update File.





Total    **      WA        $                 $                      WA
------------------------------------------------------------------------------


   P60           P66      P61         P63 OR P80         P65 OR P81
------------  -------   --------    -----------------     -----------
                       2ND PRECEDING ANNUAL OPERATING
                               INFORMATION
AS OF _____                           NORMALIZED
------------  -------   --------    -----------------     -----------

 Financial
Info as of      %         Total           $                  (1)
   Date        OCC       Revenue        NOI/NCF             DSCR
------------  -------   --------    -----------------     -----------
yyyymmdd





Total            WA        $                 $                      WA
------------------------------------------------------------------------------




      P53        P59       P54        P56 OR P78        P58 OR P79
------------  -------   --------    -----------------   -----------
              PRECEDING ANNUAL OPERATING
                     INFORMATION
AS OF______                            NORMALIZED
------------  -------   --------    -----------------   -----------

 Financial
Info as of      %         Total           $                  (1)
   Date        OCC       Revenue        NOI/NCF             DSCR
------------  -------   --------    -----------------     -----------
yyyymmdd





Total            WA        $                 $                      WA
------------------------------------------------------------------------------
<TABLE>
<CAPTION>



   P73         P74         P30        P29       P68        P70 OR P82        P72 OR P83          (2)
----------  ----------  ---------  --------  ---------   -----------       -----------   ------------------------
                           MOST RECENT FINANCIAL                                              NET CHANGE
                               INFORMATION
                          *NORMALIZED OR ACTUAL                                            PRECEDING & BASIS
----------  ----------  ---------  --------  ---------   -----------       -----------   ------------------------
                                                                                                   %
<S>         <C>         <C>         <C>        <C>        <C>             <C>           <C>     <C>       <C>
FS Start    FS End      Occ As of      %        Total         $               (1)         %      Total     (1)
Date          Date        Date        Occ       Revenue   NOI/NCF            DSCR        Occ    Revenue   DSCR
----------  ----------  ---------  --------  ---------   -----------       -----------   ------------------------
yyyymmdd    yyyymmdd    yyyymmdd





Total            WA                             $          $                  WA         WA      $         WA
------------------------------------------------------------------------------------------------------------------

<FN>
(1) DSCR should match to Operating Statement Analysis Report and is normally calculated using NOI or NCF / Debt Service times
    the allocated loan percentage.
(2) Net change should compare the latest year to the Base Year.
* As required by Trust Agreements.
** Weighted Averages should be computed and reflected if the data is relevant and applicable.
</FN>
</TABLE>
<PAGE>



                                    EXHIBIT M

                            FORM OF REO STATUS REPORT


<TABLE>
                                                  CSMA INVESTOR REPORTING PACKAGE
                                                          REO STATUS REPORT
                                                    as of _______________________
                                                       (PROPERTY LEVEL REPORT)

<CAPTION>
Operating Information Reflected As NOI       or NCF
------------------------------------------------------------------------------------------------------------------------
                                                                 P16
                                                                  or
    P4               P7             P13        P9      P10       P17       L8        P21            L37           L39
----------     ------------     ---------   --------  ------   -------   ------    -----------  -----------   ------------
                                                                                   (a)            (b)            (c)
----------     ------------     ---------   --------  -------  -------   ------    ------------  -----------   -----------
<S>            <C>             <C>          <C>       <C>      <C>        <C>     <C>           <C>            <C>
                                                                                   ALLOCATED
                                                                                     ENDING                       OTHER
                                                                 SQ FT     PAID    SCHEDULED     TOTAL P&I       Expense
PROPERTY        PROPERTY        PROPERTY      CITY     STATE      OR       THRU      LOAN         ADVANCES       ADVANCE
   ID             NAME            TYPE                           UNITS     DATE      AMOUNT      OUTSTANDING    OUTSTANDING
----------     ------------     ---------   --------  -------  -------   ------    ------------  -----------   -------------









----------------------------------------------------------------------------------------------------------------------------------
                                                                                 P58 or
                                                                                 P72/P79
      L39             L38                         L25        L11     P53 or P74    or P83        P24                       P25
  ----------     ------------     -----------   --------    ------   ----------  ----------   -----------  -----------   ----------
  (c)            (d)              (e)=a+b+c+d                                    (f)                                     (b)
  ----------     ------------     -----------   --------    -------  ----------  ----------   ------------  -----------  -----------
                                                                                                            APPRAISAL
                                                                                                              BPO OR
   OTHER                                                                                                    INTERNAL     APPRAISAL
  EXPENSE        TOTAL T&I                       CURRENT                LTM                                  VALUE         BPO OR
  ADVANCE         ADVANCE           TOTAL        MONTHLY   MATURITY    NOI/NCF   LTM DSCR     VALUATION      SOURCE       INTERNAL
OUTSTANDING     OUTSTANDING        EXPOSURE       P&I        DATE        DATE   (NOI/NCF)        DATE          (1)         VALUE
-----------     ------------     -----------   --------    -------  ----------  ----------   ------------  -----------  -----------







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


                          L99              L77          P28              P26
  ---------------     ------------     -----------   -------------    -----------  ----------------
  (h)=(.90*g)-e
  ---------------     ------------     -----------   -------------    -----------  -----------------
                                                                        DATE
                        TOTAL                                          ASSET
  LOSS USING          APPRAISAL                           REO         EXPECTED
 90% APPR. OR         REDUCTION         TRANSFER       ACQUISITION      TO BE
   BPO (F)            REALIZED            DATE           DATE          RESOLVED         COMMENTS
  ---------------     ------------     -----------   -------------    -----------  -----------------









REO' s data reflected at the property level for relationships with more than one (1) property should use the Allocated Ending
Scheduled Loan Amount, and prorate all advances and expenses or other loan level data as appropriate.

<FN>
(1) Use the following codes; App. - Appraisal, BPO - Brokers Opinion, Int - Internal Value.
</FN>
</TABLE>
<PAGE>



                                    EXHIBIT N

                               FORM OF WATCH LIST


<TABLE>
                                                  CSMA INVESTOR REPORTING PACKAGE
                                                         SERVICER WATCH LIST
                                                   AS OF _______________________
                                                        (LOAN LEVEL REPORT)

Operating Information Reflected As NOI______ or NCF________
<CAPTION>
    S4         S55       S61     S57   S58          L7            L8        L11          L56/L93          L70/L97

PROSPECTUS  PROPERTY  PROPERTY               ENDING SCHEDULED    PAID    MATURITY  PRECEDING FISCAL YR.  MOST RECENT  COMMENT/ACTION
 LOAN ID      NAME      TYPE    CITY  STATE    LOAN BALANCE    THRU DATE   DATE       DSCR NOI/NCF      DSCR NOI/NCF   TO BE TAKEN
----------  --------  --------  ----  -----  ----------------  --------- --------  -------------------- ------------  --------------
<S>         <C>       <C>       <C>   <C>    <C>               <C>       <C>       <C>                  <C>           <C>
</TABLE>

List all loans on watch list in descending balance order.
Comment section should include reason and other pertinent information.
Should not include loans that are specially serviced.

WATCH LIST SELECTION CRITERIA SHOULD BE FOOTNOTED ON THE REPORT.  THE CRITERIA
MAY BE DICTATED AS PER THE PSA OR THE SERVICER'S INTERNAL POLICY.



Total:                                      $


<PAGE>



                                    EXHIBIT O

                      FORM OF DELINQUENT LOAN STATUS REPORT


<TABLE>
                                                  CSMA INVESTOR REPORTING PACKAGE
                                                   DELINQUENT LOAN STATUS REPORT
                                                   AS OF _______________________
                                                        (LOAN LEVEL REPORT)

<CAPTION>
Operating Information Reflected As NOI       or NCF

      S4          S55       S61     S57   S58   S62 OR S63     L8             L7                 L37                  L39
                                                                       (a)               (b)                   (c)
-------------  --------  --------  ----  -----  ----------  ---------  ----------------  --------------------  -------------------
     LOAN      PROPERTY  PROPERTY               SQ FT OR      PAID     ENDING SCHEDULED       TOTAL P&I          Other Expense
PROSPECTUS ID    NAME      TYPE    CITY  STATE    UNITS     THRU DATE    LOAN BALANCE    ADVANCES OUTSTANDING  ADVANCE OUTSTANDING
-------------  --------  --------  ----  -----  ----------  ---------  ----------------  --------------------  -------------------
<S>            <C>       <C>       <C>   <C>    <C>         <C>        <C>               <C>                   <C>
LOANS IN FORECLOSURE AND NOT REO

90 + DAYS DELINQUENT

60 TO 89 DAYS DELINQUENT

30 TO 59 DAYS DELINQUENT

CURRENT AND AT SPECIAL SERVICER

                                                                                                       L54 OR      L56 OR
                      L38                             L25           L10          L11     L58 OR L73  L68/L92 OR  L70/L93 OR
               (d)                   (e)=a+b+c+d                                                         L96         L97
-------------  --------------------  -----------  -----------  -------------  --------  -----------  ----------  ----------
     LOAN         TOTAL T & I            Total      Current       Current     Maturity  LTM NOI/NCF      LTM      LTM DSCR
PROSPECTUS ID  ADVANCES OUTSTANDING    EXPOSURE   MONTHLY P&I  Interest Rate    Date        Date       NOI/NCF    (NOI/NCF)
-------------  --------------------  -----------  -----------  -------------  --------  -----------  ----------  ----------
LOANS IN FORECLOSURE AND NOT REO

90 + DAYS DELINQUENT

60 TO 89 DAYS DELINQUENT

30 TO 59 DAYS DELINQUENT

CURRENT AND AT SPECIAL SERVICER


                  L74           L75                                  L99            L77                L79               L76
                          (f)                  (.90*f) - e
-------------  ---------  ----------------  ----------------  ------------------  --------  -------------------------  ---------
     LOAN      VALUATION  APPRAISAL BPO OR   LOSS USING 90%     TOTAL APPRAISAL   TRANSFER   DATE ASSET EXPECTED TO     WORKOUT
PROSPECTUS ID     DATE    INTERNAL VALUE**  APPR. OR BPO (F)  REDUCTION REALIZED    DATE    BE RESOLVED OR FORECLOSED  STRATEGY*
-------------  ---------  ----------------  ----------------  ------------------  --------  -------------------------  ---------

     Loan
Prospectus ID  Comments
-------------  --------
LOANS IN FORECLOSURE AND NOT REO

90 + DAYS DELINQUENT

60 TO 89 DAYS DELINQUENT

30 TO 59 DAYS DELINQUENT

CURRENT AND AT SPECIAL SERVICER

<FN>
FCL = Foreclosure
LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or Trailing 12 months, if available.
*Workout Strategy should match the CMSA Loan Periodic Update File using abbreviated words in place of a code number such as (FCL -
In Foreclosure, MOD - Modification, DPO - Discount Payoff, NS - Note Sale,
BK - Bankruptcy, PP - Payment Plan, TBD - To be determined etc...). It is possible to combine the status codes if the loan is going
in more than one direction (i.e. FCL/Mod, BK/Mod, BK/FCL/DPO).
**BPO - Broker opinion
</FN>
</TABLE>
<PAGE>



                                    EXHIBIT P

                 FORM OF HISTORICAL LOAN MODIFICATION REPORT


<TABLE>
                                                  CSMA INVESTOR REPORTING PACKAGE
                                                 HISTORICAL LOAN MODIFICATION REPORT
                                                    as of _______________________
                                                         (LOAN LEVEL REPORT)

<CAPTION>


     S4          S57       S58        L49                      L48              L7*           L7*             L50*
-----------------------------------------------------------------------------------------------------------------------------------
                                                                              BALANCE
                                                 EXTENSION                     WHEN
                                       MOD/         PER         EFFECTIVE     SENT TO      BALANCE AT THE                  # MTHS
 PROSPECTUS                        EXTENSION      DOCS OR       DATE OF        SPECIAL    EFFECTIVE DATE OF    OLD        FOR RATE
    ID         CITY      STATE        FLAG       SERVICER     MODIFICATION     SERVICER     MODIFICATION       RATE        CHANGE
-----------  --------  ---------  -----------   -----------   -------------   ---------   ------------------  -------   -----------
<S>          <C>       <C>        <C>           <C>            <C>            <C>          <C>                 <C>       <C>


THIS REPORT IS HISTORICAL
Information is as of modification. Each line should not change in the future. Only new modifications should be added.



-----------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR ALL LOANS:





     L50*        L25*      L25*       L11*        L11*                          L47
--------------------------------------------------------------------------------------------------------------------------
                                                                                              (2) EST.
                                                                                              FUTURE
                                                                                              INTEREST
                                                                TOTAL #           (1)         LOSS TO
                                                                MTHS FOR       REALIZED       TRUST $
    NEW                    NEW         OLD          NEW         CHANGE          LOSS TO       (RATAE
    RATE     OLD P&I       P&I       MATURITY     MATURITY      OF MOD          TRUST $      REDUCTION)         COMMENT
-----------  --------    ---------  -----------   -----------   ------------  ---------   ------------------  -------------



THIS REPORT IS HISTORICAL
Information is as of modification. Each line should not change in the future. Only new modifications should be added.



--------------------------------------------------------------------------------------------------------------------------
TOTAL FOR ALL LOANS:



---------------------------------------------------------------------------------------------------------------------------
<FN>
* The information in these columns is from a particular point in time and should not change on this report once assigned.
   Future modifications done on the same loan are additions to the report.
(1) Actual principal loss taken by bonds
(2) Expected future loss due to a rate reduction. This is just an estimate calculated at the time of the modification.
</FN>
</TABLE>
<PAGE>




                                    EXHIBIT Q

                      FORM OF HISTORICAL LIQUIDATION REPORT


<TABLE>
                                                  CSMA INVESTOR REPORTING PACKAGE
                                                    HISTORICAL LIQUIDATION REPORT
                                             (REO-SOLD, DISCOUNTED PAYOFF or NOTE SALE)
                                                    as of _______________________
                                                         (LOAN LEVEL REPORT)

<CAPTION>


     S4          S55       S61        S57         S58                          L75       L29                            L45
                                                             (c) = b/a        (a)                        (b)            (d)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                EFFECTIVE                  EFFECTIVE                    NET AMT
 PROSPECTUS  PROPERTY  PROPERTY                                 DATE OF        PRICE        DATE OF         SALES       RECEIVED
   LOAN ID     NAME      TYPE        CITY        STATE         LIQUIDATION     SALES      LIQUIDATION       PRICE       FROM SALE
-----------  --------  ---------  -----------   -----------   -------------   ---------   -------------   ---------   -----------
<S>          <C>       <C>        <C>           <C>           <C>             <C>         <C>             <C>          <C>





-----------------------------------------------------------------------------------------------------------------------------------
THIS REPORT IS HISTORICAL
All information is from the liquidation date and does not need to be updated.
-----------------------------------------------------------------------------------------------------------------------------------
Total all Loans:

Current Month Only:
-----------------------------------------------------------------------------------------------------------------------------------




  L7        L37           L39+L38                            L47
                                               (i)=d-
 (e)        (f)           (g)         (h)      (f+g+h)       (k)                      (m)                  (n)=k+m      (o)=n/e
-----------------------------------------------------------------------------------------------------------------------------------
                          TOTAL
                           T&I                                                                   DATE OF
             TOTAL      AND OTHER                                        DATE                    MINOR
ENDING        P&I        EXPENSE     SERVICING                            LOSS                    ADJ       TOTAL LOSS   LOSS % OF
SCHEDULED   ADVANCE      ADVANCE       FEES         NET      REALIZED    PASSED     MINOR ADJ    PASSED       WITH       SCHEDULED
BALANCE   OUTSTANDING   OUTSTANDING   EXPENSE     PROCEEDS    LOSS        THRU       TO TRUST     THRU      ADJUSTMENT    BALANCE
--------  ----------- -------------  -----------  --------  ---------   ---------  ----------   ---------  -----------   ---------






-----------------------------------------------------------------------------------------------------------------------------------
THIS REPORT IS HISTORICAL
All information is from the liquidation date and does not need to be updated.
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL ALL LOANS:

CURRENT MONTH ONLY:
-----------------------------------------------------------------------------------------------------------------------------------




<FN>
(h) Servicing Fee Expense includes fees such as Liquidation or Disposition fees charged by the Special Servicer .
</FN>
</TABLE>

<PAGE>




                                    EXHIBIT R

                        FORM OF NOI ADJUSTMENT WORKSHEET


                       COMMERCIAL NOI ADJUSTMENT WORKSHEET
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

<TABLE>
<S>                                             <C>
PROPERTY OVERVIEW
 PROSPECTUS ID
  Current Scheduled Loan Balance/Paid to Date    Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds       Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc. (1)         specify annual/per unit...
  Year of Operations
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate
<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents,
    excl. Leasing Commission and TI's
</FN>
<CAPTION>
INCOME:                          YYYY                                      NOTES
                                BORROWER
  Statement Classification       ACTUAL     ADJUSTMENT     NORMALIZED
                                --------    ----------     ----------
  <S>                           <C>         <C>            <C>
  Gross Potential Rent (2)
     Less: Vacancy Loss
                        OR
  Base Rent (2)
  Expense Reimbursement
  Percentage Rent
  Parking Income
  Other Income

EFFECTIVE GROSS INCOME

<FN>
(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative
    $amt for Vacancy Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Janitorial
  Management Fees
  Payroll & Benefits Expense
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses                                                           For self-storage include franchise fees
  Ground Rent
TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

NET OPERATING INCOME

  Leasing Commissions (3)
  Tenant Improvements (3)
  Capital Expenditures
  Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS

<FN>
(3) Actual current yr, but normalize for annual if possible via contractual,
    U/W or other data
</FN>

NET CASH FLOW

DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (i.e.. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

<PAGE>

        MULTIFAMILY NOI ADJUSTMENT WORKSHEET (includes Mobile Home Parks)
                                 AS OF MM/DD/YY

<TABLE>
<S>                                             <C>
PROPERTY OVERVIEW
 PROSPECTUS ID
 Current Scheduled Loan Balance/Paid to Date     Current Allocated Loan Amount %
 Property Name
 Property Type
 Property Address, City, State
 Net Rentable SF/Units/Pads,Beds        Use second box to specify sqft.,units...
 Year Built/Year Renovated
 Cap Ex Reserve (annually)/per Unit.etc. (1)          specify annual/per unit...
 Year of Operations
 Occupancy Rate (physical)
 Occupancy Date
 Average Rental Rate
<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents.
</FN>
<CAPTION>
INCOME:                          YYYY
                                BORROWER
  Statement Classification       ACTUAL     ADJUSTMENT     NORMALIZED      NOTES
                                --------    ----------     ----------      -----
  <S>                           <C>         <C>            <C>             <C>
  Statement Classification
  Gross Potential Rent (2)                                                 Include Pad/RV rent
     Less: Vacancy Loss
                       OR
  Base Rent (2)
  Laundry/Vending Income
  Parking Income
  Other Income                                                             Include forfeited security/late fees/pet

EFFECTIVE GROSS INCOME

<FN>
(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $
    amt for Vacancy Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Management Fees
  Payroll & Benefits Expense
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent
TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

NET OPERATING INCOME

  Capital Expenditures
  Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS

NET CASH FLOW

DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (i.e.. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

<PAGE>
                        LODGING NOI ADJUSTMENT WORKSHEET
                                 as of MM/DD/YY

<TABLE>
<S>                                             <C>
PROPERTY OVERVIEW
 PROSPECTUS ID
  Current Scheduled Loan Balance/Paid to Date    Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds       Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc. (1)         specify annual/per unit...
  Year of Operations
  Occupancy Rate (physical)
  Occupancy Date
  Average Daily Rate
  Rev per Av. Room

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents.
</FN>
<CAPTION>

INCOME:                          YYYY                                      NOTES
                                BORROWER
  Statement Classification       ACTUAL     ADJUSTMENT     NORMALIZED
                                --------    ----------     ----------
  <S>                           <C>         <C>            <C>
  Room Revenue
  Food & Beverage Revenues
  Telephone Revenue
  Other Departmental Revenue
  Other Income

DEPARTMENTAL REVENUE: (2)

<FN>
(2) Report Departmental Revenue as EGI for CMSA Loan Periodic and Property files
</FN>

OPERATING EXPENSES:
 DEPARTMENTAL
  Room
  Food & Beverage
  Telephone Expenses
  Other Dept. Expenses
DEPARTMENTAL EXPENSES:

DEPARTMENTAL INCOME:

GENERAL/UNALLOCATED
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Franchise Fee
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent
TOTAL GENERAL/UNALLOCATED
(For CMSA files, Total Expenses = Dept. Exp + General Exp.)
  OPERATING EXPENSE RATIO
(=Departmental Revenue/(Dept. Exp. + General Exp.))
  NET OPERATING INCOME

   Capital Expenditures
   Extraordinary Capital Expenditures
  TOTAL CAPITAL ITEMS

NET CASH FLOW

DEBT SERVICE (PER SERVICER)

NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (i.e.. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

<PAGE>

                       HEALTHCARE NOI ADJUSTMENT WORKSHEET
                                 AS OF MM/DD/YY
<TABLE>
<S>                                              <C>
PROPERTY OVERVIEW
 PROSPECTUS ID
  Current Scheduled Loan Balance/Paid to Date    Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds       Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit, etc. (1)        specify annual/per unit...
  Year of Operations
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents.
</FN>
<CAPTION>
INCOME:                          YYYY                                      NOTES
                                BORROWER
  Statement Classification       ACTUAL     ADJUSTMENT     NORMALIZED
                                --------    ----------     ----------
  <S>                           <C>         <C>            <C>
  Gross Potential Rent (2)
   Less: Vacancy Loss
                     OR
  Private Pay (2)
  Medicare/Medicaid
  Nursing/Medical Income
  Meals Income
  Other Income

EFFECTIVE GROSS INCOME

<FN>
(2) Use either Gross Potential (with Vacancy Loss) or Private
    Pay/Medicare/Medicaid; use negative $amt for Vacancy Loss
</FN>

  OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Room expense - housekeeping
  Meal expense
  Other Expenses
  Ground Rent
TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

NET OPERATING INCOME

  Capital Expenditures
  Extraordinary Capital Expenditures
 TOTAL CAPITAL ITEMS

NET CASH FLOW

DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (i.e.. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME:  Comments

EXPENSE:  Comments

CAPITAL ITEMS:  Comments
<PAGE>




                                    EXHIBIT S

                 FORM OF OPERATING STATEMENT ANALYSIS REPORT


                 COMMERCIAL OPERATING STATEMENT ANALYSIS REPORT
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>
PROPERTY OVERVIEW
  PROSPECTUS ID
  Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc. (1)                                specify annual/per unit...
  Year of Operations                             UNDERWRITING    MM/DD/YY    MM/DD/YY    MM/DD/YY    MM/DD/YY
                                                 ------------    --------    --------    --------    --------
  <S>                                            <C>             <C>         <C>         <C>         <C>
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents,
    excl. Leasing Commission and TI's
</FN>
</TABLE>

<TABLE>
<CAPTION>
INCOME:                                                                                                   (prcdng yr  (prcdng yr
  Number of Mos. Covered                                                                                   to base)   to 2nd prcdng)
  Period Ended                  UNDERWRITING  3RD PRECEDING  2ND PRECEDING    PRECEDING YR.    TTM/YTD(2)  YYYY-U/W    YYYY-YYYY
  Statement Classification(yr)    BASE LINE                                (fm NOI Adj Sheet) AS OF / /XX  VARIANCE    VARIANCE
                                ------------  -------------  ------------- ------------------ -----------  ---------  -------------
  <S>                           <C>           <C>            <C>           <C>                <C>          <C>         <C>
  Gross Potential Rent (3)
     Less: Vacancy Loss
                      OR
  Base Rent (3)
  Expense Reimbursement
  Percentage Rent
  Parking Income
  Other Income

*EFFECTIVE GROSS INCOME

<FN>
(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
(3) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $amt for Vacancy Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Janitorial
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent
*TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

*NET OPERATING INCOME

  Leasing Commissions
  Tenant Improvements
  Capital Expenditures
  Extraordinary Capital Expenditures
*TOTAL CAPITAL ITEMS

*NET CASH FLOW

DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (ie. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
  Loan Periodic Update File.  Note that information for multiple property loans
  must be consolidated (if available) for reporting to the CMSA Loan Periodic
  Update file.
<PAGE>

  MULTIFAMILY OPERATING STATEMENT ANALYSIS REPORT (includes Mobile Home Parks)
                                 AS OF MM/DD/YY
<TABLE>
PROPERTY OVERVIEW
<CAPTION>
  PROSPECTUS ID
  Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc. (1)                                specify annual/per unit...
  Year of Operations                             UNDERWRITING    MM/DD/YY    MM/DD/YY    MM/DD/YY    MM/DD/YY
                                                 ------------    --------    --------    --------    --------
  <S>                                            <C>             <C>         <C>         <C>         <C>
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents.
</FN>
</TABLE>

<TABLE>
<CAPTION>
INCOME:                                                                                                   (prcdng yr  (prcdng yr
  Number of Mos. Covered                                                                                   to base)   to 2nd prcdng)
  Period Ended                  UNDERWRITING  3RD PRECEDING  2ND PRECEDING    PRECEDING YR.    TTM/YTD(2)  YYYY-U/W    YYYY-YYYY
  Statement Classification(yr)    BASE LINE                                (fm NOI Adj Sheet) AS OF / /    VARIANCE    VARIANCE
                                ------------  -------------  ------------- ------------------ -----------  ---------  -------------
  <S>                           <C>           <C>            <C>           <C>                <C>          <C>         <C>
  Gross Potential Rent (3)
     Less: Vacancy Loss
                      OR
  Base Rent (3)
  Laundry/Vending Income
  Parking Income
  Other Income

*EFFECTIVE GROSS INCOME

<FN>
(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
(3) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $amt for Vacancy Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent
*TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

*NET OPERATING INCOME

  Capital Expenditures
  Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS

*NET CASH FLOW

DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/Debt Service)

*DSCR: (NCF/Debt Service)

SOURCE OF FINANCIAL DATA:
  (ie. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
  Loan Periodic Update File. Note that information for multiple property loans
  must be consolidated (if available) for reporting to the CMSA Loan Periodic
  Update file.
<PAGE>

                   LODGING OPERATING STATEMENT ANALYSIS REPORT
                                 AS OF MM/DD/YY

<TABLE>
PROPERTY OVERVIEW
<CAPTION>
 PROSPECTUS ID
 Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
 Property Name
 Property Type
 Property Address, City, State
 Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
 Year Built/Year Renovated
 Cap Ex Reserve (annually)/per Unit.etc. (1)                                specify annual/per unit...
 Year of Operations                             UNDERWRITING    MM/DD/YY    MM/DD/YY    MM/DD/YY    MM/DD/YY
                                                 ------------    --------    --------    --------    --------
  <S>                                            <C>             <C>         <C>         <C>         <C>
 Occupancy Rate (physical)
 Occupancy Date
 Average Daily Rate
 Rev per Av. Room

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents
</FN>
</TABLE>

<TABLE>
<CAPTION>
INCOME:                                                                                                   (prcdng yr  (prcdng yr
  Number of Mos. Covered                                                                                   to base)   to 2nd prcdng)
  Period Ended                  UNDERWRITING  3RD PRECEDING  2ND PRECEDING    PRECEDING YR.    TTM/YTD(2)  YYYY-U/W    YYYY-YYYY
  Statement Classification(yr)    BASE LINE                                (fm NOI Adj Sheet) AS OF / /    VARIANCE    VARIANCE
                                ------------  -------------  ------------- ------------------ -----------  ---------  -------------
  <S>                           <C>           <C>            <C>           <C>                <C>          <C>         <C>
  Room Revenue
  Food & Beverage Revenues
  Telephone Revenue
  Other Departmental Revenue
  Other Income

*DEPARTMENTAL REVENUE

<FN>
(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
</FN>

OPERATING EXPENSES:
 DEPARTMENTAL
  Room
  Food & Beverage
  Telephone Expenses
  Other Dept. Expenses
DEPARTMENTAL EXPENSES:

DEPARTMENTAL INCOME:

GENERAL/UNALLOCATED
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Franchise Fee
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent
TOTAL GENERAL/UNALLOCATED
(For CMSA files, Total Expenses = Dept. Exp + General Exp.)
  OPERATING EXPENSE RATIO
(=Departmental Revenue/(Dept. Exp. + General Exp.))
  *NET OPERATING INCOME

    Capital Expenditures
    Extraordinary Capital Expenditures
   TOTAL CAPITAL ITEMS

*NET CASH FLOW

 DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (ie. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% DEPT REVENUE, DEPT EXPENSES, GENERAL EXPENSES OR TOTAL CAPITAL
ITEMS.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
  Loan Periodic Update File. Note that information for multiple property loans
  must be consolidated (if available) for reporting to the CMSA Loan Periodic
  Update file.

<PAGE>

                 HEALTHCARE OPERATING STATEMENT ANALYSIS REPORT
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>
PROPERTY OVERVIEW
  Prospectus ID
  Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc. (1)                                specify annual/per unit...
  Year of Operations                             UNDERWRITING    MM/DD/YY    MM/DD/YY    MM/DD/YY    MM/DD/YY
                                                 ------------    --------    --------    --------    --------
  <S>                                            <C>             <C>         <C>         <C>         <C>
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents
</FN>
</TABLE>

<TABLE>
INCOME:                                                                                                   (prcdng yr  (prcdng yr
  Number of Mos. Covered                                                                                   to base)   to 2nd prcdng)
  Period Ended                  UNDERWRITING  3RD PRECEDING  2ND PRECEDING    PRECEDING YR.    TTM/YTD(2)  YYYY-U/W    YYYY-YYYY
  Statement Classification(yr)    BASE LINE                                (fm NOI Adj Sheet) AS OF / /    VARIANCE    VARIANCE
                                ------------  -------------  ------------- ------------------ -----------  ---------  -------------
  <S>                           <C>           <C>            <C>           <C>                <C>          <C>         <C>
  Room Revenue
  Gross Potential Rent (3)
   Less: Vacancy Loss
                      OR
  Private Pay (3)
  Medicare/Medicaid

  Nursing/Medical Income
  Meals Income
  Other Income

*EFFECTIVE GROSS INCOME

<FN>
(2) Servicer will not be expected to "Normalize" these TTM/YTD numbers.

(3) Use either Gross Potential (with Vacancy Loss) or
    Private Pay/Medicare/Medicaid; use negative $amt for Vacancy Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Room expense - housekeeping
  Meal expense
  Other Expenses
  Ground Rent
*TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

*NET OPERATING INCOME

  Capital Expenditures
  Extraordinary Capital Expenditures
 TOTAL CAPITAL ITEMS

*NET CASH FLOW

 DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (ie. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
  Loan Periodic Update File. Note that information for multiple property loans
  must be consolidated (if available) for reporting to the CMSA Loan Periodic
  Update file.

<PAGE>

<TABLE>
<CAPTION>
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------

     REVENUE LEGEND
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
GPR  Gross Potential Rent        x            x           x          x           x           x           x                   x
VAC  Vacancy Loss                x            x           x          x           x           x           x                   x
BR   Base Rent                   x            x           x          x           x           x           x
ER   Expense Reimbursements                               x          x           x           x
PR   Percentage Rent                                                 x                       x
LV   Laundry/Vending Income      x            x
PI   Parking Income              x                        x          x                       x
OI   Other Income                x            x           x          x           x           x           x          x        x
RMRV Room Revenue                                                                                                   x
FBV  Food & Bev Revenues                                                                                            x
TLRV Telephone Revenue                                                                                              x        x
ODR  Other Departmental Revenue                                                                                     x
PRI  Private Pay                                                                                                             x
MED  Medicare/Medicaid Revenues                                                                                              x
NUR  Nursing/Medical Income                                                                                                  x
MLS  Meals Income                                                                                                            x
</TABLE>

<TABLE>
<CAPTION>
REVENUE LINE ITEMS
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
Application Fees                OI           OI           OI         OI         OI          OI          OI       ********* *********
Bad Debt                     ELIMINATE    ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE  ELIMINATE    ELIMINATE ELIMINATE
Base Rent                       BR           BR           BR         BR         BR          BR          BR       ********* *********
Beverage Revenue              *********   *********    *********  *********  *********   *********   *********     FBV     *********
Box & Lock Sales              *********   *********    *********  *********  *********   *********      OI       ********* *********
Cable                           OI           OI        *********  *********  *********   *********   *********   ********* *********
CAM                           *********   *********       ER         ER      *********      ER       *********   ********* *********
Club House Rental               OI           OI        *********  *********  *********   *********   *********   ********* *********
Concessions                     VAC          VAC          VAC        VAC        VAC         VAC         VAC      *********    VAC
Employee Rent                   BR           BR        *********  *********  *********   *********   *********   ********* *********
Escalation Income             *********      BR           BR         BR         BR          BR          BR       ********* *********
Food & Beverage Revenues      *********   *********    *********  *********  *********   *********   *********     FBV        MLS
Forfeited Security Deposits     OI           OI           OI         OI         OI          OI          OI         OI         OI
Gain on Sale                  ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Garage                          PI           PI           PI         PI      *********      PI       *********     OI         OI
Gross Potential Rent            GPR          GPR          GPR        GPR        GPR         GPR         GPR      *********    GPR
Gross Rent                      BR           BR           BR         BR         BR          BR          BR       ********* *********
Insurance Proceeds            ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Interest Income               ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Laundry                         LV           LV        *********     OI      *********      OI       *********   ********* *********
Laundry/Vending                 LV           LV        *********     OI      *********      OI       *********   ********* *********
Meals Income                  *********   *********    *********  *********  *********   *********   *********   *********    MLS
Medicare/Medicaid Revenues    *********   *********    *********  *********  *********   *********   *********   *********    MED
Miscellaneous Income            OI           OI           OI         OI         OI          OI          OI         OI         OI
Mobile Home Sales             *********   ELIMINATE    *********  *********  *********   *********   *********   ********* *********
NSF Fees                        OI           OI           OI         OI         OI          OI          OI         OI         OI
Nursing/Medical               *********   *********    *********  *********  *********   *********   *********   *********    NUR
Other Departmental Revenues   *********   *********    *********  *********  *********   *********   *********     ODR     *********
Other Income                    OI           OI           OI         OI         OI          OI          OI         OI         OI
Pad Rental                    *********      BR        *********  *********  *********   *********   *********   ********* *********
Parking Income                  PI           PI           PI         PI         OI          PI          OI         OI         OI
Past Tenants Rent             ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Percentage Rent               *********   *********    *********     PR      *********      PR       *********   ********* *********
Prepaid Rent                  ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Private Pay                   *********   *********    *********  *********  *********   *********   *********   *********    PRI
Reimbursments                   OI           OI           ER         ER         ER          ER       *********   ********* *********
Rent                            BR           BR           BR         BR         BR          BR          BR       ********* *********
Rent Loss                     ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Rent on Park Owned Homes      *********      BR        *********  *********  *********   *********   *********   ********* *********
Room Revenue                  *********   *********    *********  *********  *********   *********   *********     RMRV    *********
Sales                           OI           OI           OI         OI      *********   *********   *********   ********* *********
Security Deposits Collected   ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ********* *********
Security Deposits Returned    ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ********* *********
Storage                         OI           OI           OI         OI         OI          OI          OI       ********* *********
Tax Reimb                     *********   *********       ER         ER         ER          ER       *********   ********* *********
Telephone Commissions         *********   *********    *********  *********  *********   *********   *********     TLRV    *********
Telephone Revenue             *********   *********    *********  *********  *********   *********   *********     TLRV    *********
Temporary Tenants               OI           OI           OI         OI         OI          OI          OI       ********* *********
Utilities                     *********   ********        ER         ER         ER          ER       *********   ********* *********
Vacancy Loss                    VAC          VAC          VAC        VAC        VAC         VAC         VAC        VAC        VAC
Vending                         LV           LV           OI         OI         OI          OI          OI         OI         OI
</TABLE>

<PAGE>

                         CMSA INVESTOR REPORTING PACKAGE
                          MASTER CODING MATRIX (CONT'D)

<TABLE>
<CAPTION>
                                                                            COMMERCIAl
                                                                            ----------
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------

       EXPENSE LEGEND
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
RET    Real Estate Taxes           x            x           x          x           x           x           x          x        x
PINS   Property Insurance          x            x           x          x           x           x           x          x        x
UTL    Utilities                   x            x           x          x           x           x           x          x        x
R&M    Repairs and Maintenance     x            x           x          x           x           x           x          x        x
FFEE   Franchise Fees                                                                                                 x
JAN    Janitorial                                           x          x           x           x
MFEE   Management Fees             x            x           x          x           x           x           x          x        x
P&B    Payroll & Benefits          x            x           x          x           x           x           x          x        x
A&M    Advertising & Marketing     x            x           x          x           x           x           x          x        x
PFEE   Professional Fees           x            x           x          x           x           x           x          x        x
G&A    General and Administrative  x            x           x          x           x           x           x          x        x
OEXP   Other Expenses              x            x           x          x           x           x           x          x        x
GDR    Ground Rent                 x            x           x          x           x           x           x          x        x
RMSE   Room Expense (Departmental)
RMSHK  Room Expense - Housekeeping                                                                                             x
F&B    Food & Beverage (Departmental)                                                                                 x
MLSE   Meals Expense                                                                                                           x
DTEL   Telephone (Departmental)                                                                                       x
ODE    Other Departmental Expense                           x          x           x           x           x
LC     Leasing Commissions                                  x          x           x           x           x
TI     Tenant Improvements
CAPEX  Capital Expenditures        x            x           x          x           x           x           x          x        x
ECAPEX Extraordinary Capital       x            x           x          x           x           x           x          x        x
         Expenditures
</TABLE>

<TABLE>
<CAPTION>
EXPENSE LINE ITEMS
                                                                            COMMERCIAl
                                                                            ----------
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
401K                            P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Accounting Fees                 PFEE         PFEE         PFEE       PFEE       PFEE        PFEE        PFEE       PFEE       PFEE
Administrative Fee              G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Advalorem Tax                   G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Advertising                     A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Advertising & Marketing         A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Alarm System                    G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Amortization                 ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Ancillary Expense               OEXP         OEXP         OEXP       OEXP       OEXP        OEXP        OEXP       OEXP       OEXP
Answering Service               G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Apartment Finder/Guide          A&M      *********    *********  *********  *********   *********   *********    ********* *********
Asset Management Fees           MFEE         MFEE         MFEE       MFEE       MFEE        MFEE        MFEE       MFEE       MFEE
Auto Repairs                    G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Bad Debt                     ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Bank Charges                    G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Banners                         A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Bonuses                         P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Bookkeeping Fees                PFEE         PFEE         PFEE       PFEE       PFEE        PFEE        PFEE       PFEE       PFEE
Brochures                       A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Business License                G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Cable                           G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
CAM                             R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Capital Expenditures           CAPEX        CAPEX        CAPEX      CAPEX      CAPEX       CAPEX       CAPEX      CAPEX      CAPEX
Cleaning                        R&M          R&M          JAN        JAN        JAN         JAN         R&M        R&M       RMSHK
Commissions                     G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Computer Repairs                G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Contract Work                   P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Courtesy Patrol                 G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Credit Card Fees             *********   *********    *********  *********  *********   *********   *********      G&A     *********
Credit Check                    G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Depreciation                 ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Education                       G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Electrical                      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Electricity                     UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Elevator                        R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Employee Benefits               P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Employee Insurance              P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Entertainment                   G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Eviction Expense                G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Extraordinary Capital          ECAPEX      ECAPEX       ECAPEX     ECAPEX     ECAPEX      ECAPEX      ECAPEX     ECAPEX      ECAPEX
  Expenditures
Exterminating Service           R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
FF & E Reserve                 CAPEX        CAPEX        CAPEX      CAPEX      CAPEX       CAPEX       CAPEX      CAPEX      CAPEX
FICA                            P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Financing Fees               ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Flood Insurance                 PINS         PINS         PINS       PINS       PINS        PINS        PINS       PINS       PINS
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                         CMSA INVESTOR REPORTING PACKAGE
                          MASTER CODING MATRIX (CON'T)

EXPENSE LINE ITEMS
(CONTINUED)
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
Floor Covering Replacement      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Food & Beverage Expense       *********   *********    *********  *********  *********   *********   *********     F&B     *********
  (Departmental)
Franchise Fees                *********   *********    *********  *********  *********   *********   *********     FFEE    *********
Freight & Shipping              G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Gas                             UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
General & Administrative        G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Ground Rent                     GDR          GDR          GDR        GDR        GDR         GDR         GDR        GDR        GDR
Hazard Liability                PINS         PINS         PINS       PINS       PINS        PINS        PINS       PINS       PINS
Health Benefits                 P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
HVAC                            R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Insurance                       PINS         PINS         PINS       PINS       PINS        PINS        PINS       PINS       PINS
Interest                     ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Janitorial                      R&M          R&M          JAN        JAN        JAN        JAN      *********    *********   RMSHK
Land Lease                      GDR          GDR          GDR        GDR        GDR         GDR         GDR        GDR        GDR
Landscaping (Exterior)          R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Landscaping/Plants (Interior)   R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Leased Equipment                G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Leasing Comissions           *********   *********        LC         LC         LC          LC          LC       ********* *********
Leasing Office Expense          G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Legal Fees                      PFEE         PFEE         PFEE       PFEE       PFEE        PFEE        PFEE       PFEE       PFEE
Licenses                        G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Life Insurance               ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Life Safety                     G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Loan Principal               ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Locks/Keys                      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Maid Service                    R&M          R&M          JAN        JAN        JAN         JAN     *********    *********   RMSHK
Make Ready                      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Management Fees                 MFEE         MFEE         MFEE       MFEE       MFEE        MFEE        MFEE       MFEE       MFEE
Manager Salaries                P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Marketing                       A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Meals Expense                *********   *********    *********  *********  *********   *********   *********      FMB        MLSE
Mechanical                      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Media Commissions               A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Mileage                         G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Miscellaneous                   OEXP         OEXP         OEXP       OEXP       OEXP        OEXP        OEXP       OEXP       OEXP
Miscellaneous G & A             G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Model Apartment                 G&A      *********    *********  *********  *********   *********
Newspaper                       A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Office Supplies                 G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Other Departmental Expense   *********   *********    *********  *********  *********   *********   *********      ODE     *********
Other Expenses                  OEXP         OEXP         OEXP       OEXP       OEXP        OEXP        OEXP       OEXP       OEXP
Owners Draw                  ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Painting                        R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Parking Lot                     R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Partnership Fees             ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Payroll & Benefits              P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Payroll Taxes                   P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Permits                         G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Personal Property Taxes         G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Pest Control                    R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Plumbing                        R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Pool                            R&M          R&M      *********  *********  *********       R&M     *********      R&M        R&M
Postage                         G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Printing                        G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Professional Fees               PFEE         PFEE         PFEE       PFEE       PFEE        PFEE        PFEE       PFEE       PFEE
Promotions                      A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Property Insurance              PINS         PINS         PINS       PINS       PINS        PINS        PINS       PINS       PINS
Real Estate Taxes               RET          RET          RET        RET        RET         RET         RET        RET        RET
Repair Escrow                  CAPEX        CAPEX        CAPEX      CAPEX      CAPEX       CAPEX       CAPEX      CAPEX      CAPEX
Repairs & Maintenance           R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Room Expense (Departmental)   *********   *********    *********  *********  *********   *********   *********     RMSE    *********
Room Expense-Housekeeping     *********   *********    *********  *********  *********   *********   *********     RMSE    ***RMSHK*
Rubbish Removal                 R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Salaries                        P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Scavenger                       R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Security                        G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Sewer                           UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Signage                         A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Snow Removal                    R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Subscriptions/Dues              G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Telephone                       G&A          G&A          G&A        G&A        G&A         G&A         G&A      *********    G&A
Telephone (Departmental)      *********   *********    *********  *********  *********   *********   *********     DTEL    *********
Temporary Help                  P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
</TABLE>

<PAGE>

                         CMSA INVESTOR REPORTING PACKAGE
                          MASTER CODING MATRIX (CON'T)

<TABLE>
<CAPTION>
EXPENSE LINE ITEMS
(CONTINUED)
                                                                            COMMERCIAl
                                                                            ----------
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
Tenant Improvements           *********   ********        TI         TI         TI          TI          TI       ********* *********
Trash Removal                   UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Travel                          G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Turnover                        R&M          R&M          TI         TI         TI          TI          TI       *********    R&M
Unemployment Insurance          P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Uniform Service                 G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Utilities                       UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Utility Vehicle                 G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Vehicle Lease                   G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Water                           UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Worker's Comp                   P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Yellow Pages                    A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
</TABLE>

<PAGE>



                                    EXHIBIT T

                FORM OF INTERIM DELINQUENT LOAN STATUS REPORT


                        CMSA INVESTOR REPORTING PACKAGE
                         DELINQUENT LOAN STATUS REPORT
                              as of ______________
                              (Loan Level Report)


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


               S4             L8
           ----------    ------------     -------------------------
              LOAN           PAID
           PROSPECTUS        THRU                 COMMENTS
               ID            DATE
           ----------    ------------     -------------------------

           Loan(s) Delinquent as of Month End

<PAGE>



                                    EXHIBIT U

                     FORM OF CMSA LOAN PERIODIC UPDATE FILE


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION

                        CMSA "LOAN PERIODIC" UPDATE FILE

                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"

<TABLE>
<CAPTION>
----------------------------------------------    ---------------------------------------------------------------------------------

SPECIFICATION                                     DESCRIPTION/COMMENTS
----------------------------------------------    ---------------------------------------------------------------------------------
<S>                                               <C>
Acceptable Media Types                            Magnetic Tape, Diskette, Electronic Transfer
Character Set                                     ASCII
Field Delineation                                 Comma
Density (Bytes-Per-Inch)                          1600 or 6250
Magnetic Tape Label                               None (unlabeled)
Magnetic Tape Blocking Factor                     10285 (17 records per block)
Physical Media Label                              Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch);
                                                    Blocking Factor; Record Length
Return Address Label                              Required for return of physical media (magnetic tape or diskette)
----------------------------------------------    ---------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                FIELD                 FORMAT
       FIELD NAME                               NUMBER   TYPE         EXAMPLE        DESCRIPTION/COMMENTS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>    <C>        <C>              <C>
Transaction Id                                     1      AN         XXX97001      Unique Issue Identification Mnemonic
Group Id                                           2      AN         XXX9701A      Unique Identification Number Assigned To Each
                                                                                     Loan Group Within An Issue
Loan Id                                            3      AN      00000000012345   Unique Servicer Loan Number Assigned To Each
                                                                                     Collateral Item In A Pool
Prospectus Loan Id                                 4      AN           123         Unique Identification Number Assigned To Each
                                                                                     Collateral Item In The Prospectus
Distribution Date                                  5      AN         YYYYMMDD      Date Payments  Made To Certificateholders
Current Beginning Scheduled Balance                6    Numeric     100000.00      Outstanding Sched Prin Bal at Beginning of
                                                                                     current period that is part of the trust
Current Ending Scheduled  Balance                  7    Numeric     100000.00      Outstanding Sched Prin Bal at End of current
                                                                                     period that is part of the trust
Paid To Date                                       8      AN         YYYYMMDD      Date loan is paid through. One frequency < the
                                                                                     date the loan is due for next payment
Current Index Rate                                 9    Numeric        0.09        Index Rate Used In The Determination Of The
                                                                                     Current Period Gross Interest Rate
Current Note Rate                                 10    Numeric        0.09        Annualized Gross Rate Applicable To Calculate
                                                                                     The Current Period Scheduled Interest
Maturity Date                                     11      AN         YYYYMMDD      Date Collateral Is Scheduled To Make Its Final
                                                                                     Payment
Servicer and Trustee Fee Rate                     12    Numeric      0.00025       Annualized Fee Paid To The Servicer And Trustee
Fee Rate/Strip Rate 1                             13    Numeric      0.00001       Annualized Fee/Strip Netted Against Current Note
                                                                                     Rate = Net Rate
Fee Rate/Strip Rate 2                             14    Numeric      0.00001       Annualized Fee/Strip Netted Against Current Note
                                                                                     Rate = Net Rate
Fee Rate/Strip Rate 3                             15    Numeric      0.00001       Annualized Fee/Strip Netted Against Current Note
                                                                                     Rate = Net Rate
Fee Rate/Strip Rate 4                             16    Numeric      0.00001       Annualized Fee/Strip Netted Against Current Note
                                                                                     Rate = Net Rate
Fee Rate/Strip Rate 5                             17    Numeric      0.00001       Annualized Fee/Strip Netted Against Current Note
                                                                                     Rate = Net Rate
Net Rate                                          18    Numeric       0.0947       Annualized Interest Rate Applicable To Calculate
                                                                                     The Current Period Remittance Int.
Next Index Rate                                   19    Numeric        0.09        Index Rate Used In The Determination Of The Next
                                                                                     Period Gross Interest Rate
Next Note Rate                                    20    Numeric        0.09        Annualized Gross Interest Rate Applicable To Calc
                                                                                     Of The Next Period Sch. Interest
Next Rate Adjustment Date                         21      AN         YYYYMMDD      Date Note Rate Is Next Scheduled To Change
Next Payment Adjustment Date                      22      AN         YYYYMMDD      Date Scheduled P&I Amount Is Next Scheduled To
                                                                                     Change
Scheduled Interest Amount                         23    Numeric      1000.00       Scheduled Gross Interest Payment Due For The
                                                                                     Current Period that goes to the trust
Scheduled Principal Amount                        24    Numeric      1000.00       Scheduled Principal Payment Due For The Current
                                                                                     Period that goes to the trust
Total Scheduled P&I Due                           25    Numeric      1000.00       Scheduled Principal & Interest Payment Due For
                                                                                     Current Period for the trust
Neg am/Deferred Interest Amount                   26    Numeric      1000.00       Negative Amortization/Deferred Interest Amount
                                                                                     Due For The Current Period
Unscheduled Principal Collections                 27    Numeric      1000.00       Unscheduled Payments Of Principal Received During
                                                                                     The Related Collection Period
Other Principal Adjustments                       28    Numeric      1000.00       Unscheduled Principal Adjustments For The Related
                                                                                     Collection Period
Liquidation/Prepayment Date                       29      AN         YYYYMMDD      Date Unscheduled Payment Of Principal Received
Prepayment Penalty/Yld Maint Rec'd                30    Numeric      1000.00       Additional Payment Req'd From Borrower Due To
                                                                                     Prepayment Of Loan Prior To Maturity
Prepayment Interest Excess (Shortfall)            31    Numeric      1000.00       Interest Shortfall or Excess as calculated by
                                                                                     Servicer per the Trust documents
Liquidation/Prepayment Code                       32    Numeric         1          See Liquidation/Prepayment Codes Legend
Most Recent ASER Amount                           33    Numeric      1000.00       Appraisal Subordinated Entitlement Reduction -
                                                                                     The difference between a full advance and the
                                                                                     reduced advance is the ASER or as defined in
                                                                                     the Trust documents
Blank                                             34      AN          Blank        Left blank on purpose. (Note: was previously Most
                                                                                     Recent ASER Date. Field not considered
                                                                                     applicable to ASER.)
Cumulative ASER Amount                            35    Numeric      1000.00       Cumulative Appraisal Subordinated Entitlement
                                                                                     Reduction
Actual Balance                                    36    Numeric     100000.00      Outstanding Actual Principal Balance At The End
                                                                                     Of The Current Period
Total P&I Advance Outstanding                     37    Numeric      1000.00       Outstanding P&I Advances At The End Of The
                                                                                     Current Period
Total T&I Advance Outstanding                     38    Numeric      1000.00       Outstanding Taxes & Insurance Advances At The End
                                                                                     Of The Current Period
Other Expense Advance Outstanding                 39    Numeric      1000.00       Other Outstanding Advances At The End Of The
                                                                                     Current Period
Status of Loan                                    40      AN            1          See Status Of Loan Legend
In Bankruptcy                                     41      AN            Y          Bankruptcy Status Of Loan (If In Bankruptcy "Y",
                                                                                     Else "N")
Foreclosure Date                                  42      AN         YYYYMMDD      P27 -  If Multiple properties have the same date
                                                                                     then print that date otherwise leave empty
REO Date                                          43      AN         YYYYMMDD      P28 -  If Multiple properties have the same date
                                                                                     then print that date otherwise leave empty
Bankruptcy Date                                   44      AN         YYYYMMDD      Date Of Bankruptcy
Net Proceeds Received on Liquidation              45    Numeric     100000.00      Net Proceeds Rec'd On Liquidation To Be Remitted
                                                                                     to the Trust per the Trust Documents
Liquidation Expense                               46    Numeric     100000.00      Expenses Associated With The Liq'n To Be Netted
                                                                                     from the Trust per the Trust Documents
Realized Loss to Trust                            47    Numeric      10000.00      Liquidation Balance Less Net Liquidation Proceeds
                                                                                     Received (as defined in Trust documents)
Date of Last Modification                         48      AN         YYYYMMDD      Date Loan Was Modified
Modification Code                                 49    Numeric         1          See Modification Codes Legend
Modified Note Rate                                50    Numeric        0.09        Note Rate Loan Modified To
Modified Payment Rate                             51    Numeric        0.09        Payment Rate Loan Modified To
Preceding Fiscal Year Revenue                     52    Numeric      1000.00       P54 - If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Preceding Fiscal Year Operating Expenses          53    Numeric      1000.00       P55 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Preceding Fiscal Year NOI                         54    Numeric      1000.00       P56 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Preceding Fiscal Year Debt Svc Amount             55    Numeric      1000.00       P57 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Preceding Fiscal Year DSCR (NOI)                  56    Numeric        2.55        P58 - If Multiple properties populate using the
                                                                                     "DSCR Indicator Legend" rule.   Preceding
                                                                                      Fiscal Yr Debt Svc Cvrge Ratio using NOI
Preceding Fiscal Year Physical Occupancy          57    Numeric        0.85        P59 - If Multiple properties, Use weighted
                                                                                     average by using the calculation [ Current
                                                                                     Allocated % (Prop) * Occupancy (Oper) ] for
                                                                                     each Property, if missing any then leave empty
Preceding Fiscal Year Financial As of Date        58      AN         YYYYMMDD      P53 - If Multiple properties and all the same
                                                                                     then print the date, if missing any then leave
                                                                                     empty
Second Preceding Fiscal Year Revenue              59    Numeric      1000.00       P61 - If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Second Preceding Fiscal Year Operating Expenses   60    Numeric      1000.00       P62 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Second Preceding Fiscal Year NOI                  61    Numeric      1000.00       P63 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Second Preceding Fiscal Year Debt Service Amount  62    Numeric      1000.00       P64 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Second Preceding Fiscal Year DSCR (NOI)           63    Numeric        2.55        P65 - If Multiple properties populate using the
                                                                                     "DSCR Indicator Legend" rule.   Second
                                                                                     Preceding Fiscal Year Debt Service Coverage
                                                                                     Ratio using NOI
Second Preceding Fiscal Year Physical Occupancy   64    Numeric        0.85        P66 - If Multiple properties, Use weighted
                                                                                     average by using the calculation [ Current
                                                                                     Allocated % (Prop) * Occupancy (Oper) ] for
                                                                                     each Property, if missing any then leave empty
Second Preceding Fiscal Year Financial As of Date 65      AN         YYYYMMDD      P60 - If Multiple properties and all the same
                                                                                     then print the date, if missing any then leave
                                                                                     empty
Most Recent Revenue                               66    Numeric      1000.00       P68 - If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Most Recent Operating Expenses                    67    Numeric      1000.00       P69 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Most Recent NOI                                   68    Numeric      1000.00       P70 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Most Recent Debt Service Amount                   69    Numeric      1000.00       P71 -  If Multiple properties then sum the value,
                                                                                     if missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Most Recent DSCR (NOI)                            70    Numeric        2.55        P72 - If Multiple properties populate using the
                                                                                     "DSCR Indicator Legend" rule.   Most Recent
                                                                                     Debt Service Coverage Ratio using NOI
Most Recent Physical Occupancy                    71    Numeric        0.85        P29 - If Multiple properties, Use weighted
                                                                                     average by using the calculation [ Current
                                                                                     Allocated % (Prop) * Occupancy (Oper) ] for
                                                                                     each Property, if missing any then leave empty
Most Recent Financial As of Start Date            72      AN         YYYYMMDD      P73 - If Multiple properties and all the same
                                                                                     then print the date, if missing any then leave
                                                                                     empty
Most Recent Financial As of End Date              73      AN         YYYYMMDD      P74 - If Multiple properties and all the same
                                                                                     then print the date, if missing any then leave
                                                                                     empty
Most Recent Appraisal Date                        74      AN         YYYYMMDD      P24 - If Multiple properties and all the same
                                                                                     then print the date, if missing any then leave
                                                                                     empty
Most Recent Appraisal Value                       75    Numeric     100000.00      P25 - If Multiple properties then sum the value,
                                                                                     if missing any then leave empty
Workout Strategy Code                             76    Numeric         1          See Workout Strategy Codes Legend
Most Recent Special Servicer Transfer Date        77      AN         YYYYMMDD      Date Transferred To The Special Servicer
Most Recent Master Servicer Return Date           78      AN         YYYYMMDD      Date Returned To The Master Servicer or Primary
                                                                                     Servicer
Date Asset Expected to Be Resolved or Foreclosed  79      AN         YYYYMMDD      P26 - If Multiple properties then print the
                                                                                     latest date from the affiliated properties.
                                                                                     If in Foreclosure - Expected Date of
                                                                                     Foreclosure and if REO - Expected Sale Date.
Blank                                             80      AN          Blank        Left blank on purpose. (Note : was previously
                                                                                     Year Renovated.  Use the Property File field
                                                                                     15 instead)
Current Hyper Amortizing Date                     81      AN         YYYYMMDD      S79 - Current Anticipated Repayment Date.  Date
                                                                                     will be the same as setup file unless the loan
                                                                                     is modified and a new date assigned
Most Recent Financial Indicator                   82      AN          T or Y       P75 - T= Trailing 12 months Y = Year to Date,
                                                                                     Check Start & End Date Applies to field L66 to
                                                                                     L73.  If Multiple properties and all the same
                                                                                     then print the value, if missing any or if the
                                                                                     values are not the same, then leave empty
Last Setup Change Date                            83      AN         YYYYMMDD      S82 - Distribution Date that information changed
                                                                                    last in the setup file by loan
Last Loan Contribution Date                       84      AN         YYYYMMDD      Date the loan was contributed
Last Property Contribution Date                   85      AN         YYYYMMDD      P67 - Date the latest property or properties were
                                                                                     contributed.  For Multiple properties print the
latest date from the affiliated properties
Number of Properties                              86    Numeric       13.00        S54 - The Number of Properties Underlying the
                                                                                     Mortgage Loan
Preceding Year DSCR Indicator                     87      AN           Text        Flag used to explain how the DSCR was calculated
                                                                                     when there are multiple properties.  See DSCR
                                                                                     Indicator Legend.
Second Preceding Year DSCR Indicator              88      AN           Text        Flag used to explain how the DSCR was calculated
                                                                                     when there are multiple properties.  See DSCR
                                                                                     Indicator Legend.
Most Recent  DSCR Indicator                       89      AN           Text        Flag used to explain how the DSCR was calculated
                                                                                     when there are multiple properties.  See DSCR
                                                                                     Indicator Legend.
NOI/NCF Indicator                                 90      AN           Text        Indicates how NOI or Net Cash Flow was calculated
                                                                                     should be the same for each financial period.
                                                                                     See NOI/NCF Indicator Legend. P84 - If Multiple
                                                                                     Properties and all the same then print value,
                                                                                     if missing any or if the values are not the
                                                                                     same, then leave empty.
Date of Assumption                                91      AN         YYYYMMDD      Date the loan last assumed by a new borrower-
                                                                                     empty if never assumed
Preceding Fiscal Year NCF                         92    Numeric      1000.00       P78 - Preceding Fiscal Year Net Cash Flow related
                                                                                     to Financial As of Date L58.  If Multiple
                                                                                     properties then sum the value, if missing any
                                                                                     then populate using the "DSCR Indicator Legend"
                                                                                     rule
Preceding Fiscal Year DSCR (NCF)                  93    Numeric        2.55        P79 - Preceding Fiscal Yr Debt Service Coverage
                                                                                     Ratio using NCF related to Financial As of Date
                                                                                     L58.   If Multiple properties populate using
                                                                                     the "DSCR Indicator Legend" rule.
Second Preceding Fiscal Year NCF                  94    Numeric      1000.00       P80 - Second Preceding Fiscal Year Net Cash Flow
                                                                                     related to Financial As of Date L65.   If
                                                                                     Multiple properties then sum the value, if
                                                                                     missing any then populate using the "DSCR
                                                                                     Indicator Legend" rule
Second Preceding Fiscal Year DSCR (NCF)           95    Numeric        2.55        P81 - Second Preceding Fiscal Year Debt Service
                                                                                     Coverage Ratio using Net Cash Flow related to
                                                                                     Financial As of Date L65.   If Multiple
                                                                                     properties populate using the "DSCR Indicator
                                                                                     Legend" rule.
Most Recent NCF                                   96    Numeric      1000.00       P82 - Most Recent Net Cash Flow related to
                                                                                     Financial As of Ending Date L73.   If Multiple
                                                                                     properties then sum the value, if missing any
                                                                                     then populate using the "DSCR Indicator Legend"
                                                                                     rule
Most Recent DSCR (NCF)                            97    Numeric      1000.00       P83 - Most Recent Debt Service Coverage Ratio
                                                                                     using Net Cash Flow related to Financial As of
                                                                                     Ending Date L73.  If Multiple properties
                                                                                     populate using the "DSCR Indicator Legend"
                                                                                     rule.
Defeasance Status                                 98      AN           Text        See Defeasance Status Legend
ARA Amount                                        99    Numeric      1000.00       Appraisal Reduction Amount - Excess of the
                                                                                     principal balance over the defined appraisal
                                                                                      % or as defined in the trust documents
ARA Date                                         100      AN         YYYYMMDD      Date of appraisal used to calculate ARA
Credit Tenant Lease                              101      AN            Y          S87 - Y=Yes,  N=No
</TABLE>
<PAGE>


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION

                        CMSA "LOAN PERIODIC" UPDATE FILE

                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"




-----------------------------------------
        WORKOUT STRATEGY CODE
               LEGEND
-----------------------------------------

 1   Modification
 2   Foreclosure
 3   Bankruptcy
 4   Extension
 5   Note Sale
 6   DPO
 7   REO
 8   Resolved
 9   Pending Return to Master Servicer
10   Deed In Lieu Of Foreclosure
11   Full Payoff
12   Reps and Warranties
13   Other or TBD
------------------------------------------

------------------------------------------
      LIQUIDATION/PREPAYMENT CODE
                 LEGEND
 -----------------------------------------
 1   Partial Liq'n (Curtailment)
 2   Payoff Prior To Maturity
 3   Disposition
 4   Repurchase/ Substitution
 5   Full Payoff At Maturity
 6   DPO
 7   Liquidation
 8   Payoff w/ penalty
 9   Payoff w/ yield Maintenance
10   Curtailment w/ Penalty
11   Curtailment w/ Yield Maintenance
------------------------------------------

------------------------------------------
           DEFEASANCE STATUS
               LEGEND
------------------------------------------
P     Partial Defeasance
F     Full Defeasance
N     No Defeasance Occurred
X     Defeasance not Allowable
------------------------------------------

--------------------------------------------------------------------------------
                             STATUS OF MORTGAGE LOAN
                                     LEGEND
--------------------------------------------------------------------------------

     A             Payment Not Received But Still In Grace Period
     B             Late Payment But Less Than 30 days Delinquent
     0             Current
     1             30-59 Days Delinquent
     2             60-89 Days Delinquent
     3             90+ Days Delinquent
     4             Assumed Scheduled Payment (Performing Matured Balloon)
     7             Foreclosure
     9             REO

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

--------------------------------------------------------------------------------
                                MODIFICATION CODE
                                     LEGEND
--------------------------------------------------------------------------------
     1             Maturity Date Extension
     2             Amortization Change
     3             Principal Write-Off
     4             Combination
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                  SCR INDICATOR
                                     LEGEND
--------------------------------------------------------------------------------
     P             Partial - Not all properties received financials, servicer
                     to leave empty
     A             Average - Not all properties received financials, servicer
                     allocates Debt Service only to properties where financials
                     are received.
     F             Full - All Statements Collected for all properties
     W             Worst Case - Not all properties received financials, servicer
                     allocates 100% of Debt Service to all properties where
                     financials are received.
     N             None Collected - no financials were received
     C             Consolidated - All properties reported on one "rolled up"
                     financial from the borrower
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                NOI/NCF INDICATOR
                                     LEGEND
--------------------------------------------------------------------------------
      CMSA         Calculated using CMSA standard
      PSA          Calculated using a definition given in the PSA
      U/W          Calculated using the underwriting method
--------------------------------------------------------------------------------

<PAGE>




                                 EXHIBIT V-1

               FORM OF CERTIFICATEHOLDER CONFIRMATION CERTIFICATE

                          REQUEST BY BENEFICIAL HOLDER

                                                                  [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: Asset-Backed Securities Trust Services Group-First Union
      Commercial Mortgage Securities, Inc., Series 2001-C3

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series 2001-C3

            In accordance with Section 3.15 of the Pooling and Servicing
Agreement dated as of August 15, 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, LaSalle Bank National Association, as paying agent
(in such capacity, the "Paying Agent"), and Wells Fargo Bank Minnesota, N.A., as
trustee, with respect to the First Union National Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C3 (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 Paying Agent'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 Paying Agent'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 Paying Agent, be
      disclosed by the undersigned or by its officers, directors, partners,
      employees, agents or representatives (collectively, the "Representatives")
      in any manner whatsoever, in whole or in part; provided that the
      undersigned may provide all or any part of the Information to any other
      person or entity that holds or is contemplating the purchase of any
      Certificate or interest therein, but only if such person or entity
      confirms in writing such ownership interest or prospective ownership
      interest and agrees to keep it confidential.

            4. The undersigned will not use or disclose the Information in any
      manner which could result in a violation of any provision of the
      Securities Act of 1933, as amended, (the "Securities Act"), or the
      Securities Exchange Act of 1934, as amended, or would require registration
      of any Certificate pursuant to Section 5 of the Securities Act.

            5. The undersigned shall be fully liable for any breach of this
      agreement by itself or any of its Representatives and shall indemnify the
      Depositor, the Trustee, the Paying Agent, the Master Servicer, the Special
      Servicer and the Trust for any loss, liability or expense incurred thereby
      with respect to any such breach by the undersigned or any of its
      Representatives.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                       _______________________________________
                                                 BENEFICIAL HOLDER OF A
                                                      CERTIFICATE


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Phone:______________________________


<PAGE>




                                   EXHIBIT V-2

                     FORM PROSPECTIVE PURCHASER CERTIFICATE

                                                                  [Date]
LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: Asset-Backed Securities Trust Services Group-First Union
      Commercial Mortgage Securities, Inc., Series 2001-C3

      Re:   First Union National Bank Commercial Mortgage Trust
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-C3   (the "Certificates")

            In accordance with Section 3.15 of the Pooling and Servicing
Agreement, dated as of August 15, 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, LaSalle Bank National Association, as paying agent
(in such capacity, the "Paying Agent"), and Wells Fargo Bank Minnesota, N.A. as
trustee, with respect to the First Union National Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C3 (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 Paying Agent'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 Paying Agent'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 Paying Agent, 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 Paying Agent, the Master Servicer, the Special
      Servicer and the Trust for any loss, liability or expense incurred thereby
      with respect to any such breach by the undersigned or any of its
      Representatives.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.



                                       _______________________________________
                                              [PROSPECTIVE PURCHASER]



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Phone:______________________________


<PAGE>




                                    EXHIBIT W

                          FORM OF CMSA BOND FILE REPORT


<TABLE>
<CAPTION>


                                                                            CSSA

                                                                   BOND LEVEL FILE LAYOUT
                                                     BOND LEVEL ONLY - REFLECTS DISTRIBUTION STATEMENTS

                                                                   VERSION 1.0 (12/31/98)


--------------------------------------- ------------------  ------------  ----------------------------------------------------------
                                                              FORMAT
             FIELD NAME                      #   TYPE         EXAMPLE                           DESCRIPTION/COMMENTS
-------------------------------------------  -------------  ------------  ----------------------------------------------------------
-------------------------------------------  -------------  ------------  ----------------------------------------------------------
Character Set                                 ASCII
Field Delineation                             Comma
-------------------------------------------  -------------  ------------  ----------------------------------------------------------
-------------------------------------------  -------------  ------------  ----------------------------------------------------------
<S>                                           <C> <C>       <C>           <C>
Transaction Id                                 1     AN        XXX97001   Unique Issue Identification Mnemonic (Consistent With CSSA
                                                                            Periodic Loan File)
Distribution Date                              2     AN        YYYYMMDD   Date Payments  Made To Certificateholders
Record Date                                    3     AN        YYYYMMDD   Date Class Must Be Held As Of To Be Considered Holder Of
                                                                            Record
Class Name/Class Id                            4     AN             A-1   Unique Class Identification Mnemonic
Cusip                                          5     AN       999999AA1   Cusip # (Null If No Cusip Exists)
Original Balance                               6  Numeric    1000000.00   The Class Balance At Inception Of The Issue
Notional Flag                                  7     AN               Y   "Y" For Notional
Beginning Balance                              8  Numeric     100000.00   The Outstanding Principal Balance Of The Class At The
                                                                            Beginning Of The Current Period
Scheduled Principal                            9  Numeric       1000.00   The Scheduled Principal Paid
Unscheduled Principal                         10  Numeric       1000.00   The Unscheduled Principal Paid
Total Principal Distribution                  11  Numeric       1000.00   Total Principal Payment Made
Deferred Interest                             12  Numeric       1000.00   Any Interest Added To The Class Balance Including Negative
                                                                            Amortization
Realized Loss (Gain)                          13  Numeric       1000.00   The Total Realized Loss of (Gain) Allocated
Cumulative Realized Losses                    14  Numeric     100000.00   Realized Losses Allocated Cumulative-To-Date.
Ending Balance                                15  Numeric       1000.00   Outstanding Principal Balance Of The Class At The End Of
                                                                            The Current Period
Current Index Rate                            16  Numeric         0.055   The Current Index Rate Applicable To The Calculation Of
                                                                            Current Period Remittance Interest Rate
Current Remittance Rate / Pass-Through Rate   17  Numeric         0.075   Annualized Interest Rate Applicable To The Calculation Of
                                                                            Current Period Remittance Interest
Accrual Method                                18  Numeric             1   1=30/360, 2=Actual/365, 3=Actual/360,4=Actual/Actual,
                                                                            5=Actual/366
Current Accrual Days                          19  Numeric            30   The Number Of Accrual Days Applicable To The Calculation
                                                                            Of Current Period Remittance Interest
Interest Accrued                              20  Numeric       1000.00   The Amount Of Accrued Interest
Prepayment Penalty/Premium Allocation         21  Numeric       1000.00   Total Amount Of Prepayment Penalties Allocated
Yield Maintenance Allocation                  22  Numeric       1000.00   Total Amount Of Yield Maintenance Penalties Allocated
Other Interest Distribution                   23  Numeric       1000.00   Other Specific Additions To Interest
Prepayment Interest Shortfall                 24  Numeric       1000.00   Total Interest Adjustments For PPIS
Appraisal Reduction Allocation                25  Numeric       1000.00   Total Current Appraisal Reduction Allocated
Other Interest Shortfall                      26  Numeric       1000.00   Total Interest Adjustments Other Than PPIS
Total Interest Distribution                   27  Numeric       1000.00   The Total Interest Payment Made
Cumulative Appraisal Reduction                28  Numeric       1000.00   Total Cumulative Appraisal Reduction Allocated
Cummualtive Prepayment Penalty/Premium
  Allocation                                  29  Numeric       1000.00   Total Amount Of Prepayment Penalties Allocated To Date
CummualtiveYield Maintenance Allocation       30  Numeric       1000.00   Total Amount Of Yield Maintenance Penalties Allocated To
                                                                            Date
Beginning Unpaid Interest Balance             31  Numeric       1000.00   Outstanding Interest Shortfall At The Beginning Of The
                                                                            Current Period
Ending Unpaid Interest Balance                32  Numeric       1000.00   Outstanding Interest Shortfall At The End Of The Current
                                                                            Period
DCR - Original Rating                         33     AN             AAA   The Original Rating Of The Class By Duff & Phelps
DCR - Most Recent Rating                      34     AN             AAA   The Most Recent Rating Of The Class By Duff & Phelps
DCR - Date Transmitted from Rating Agency     35     AN        YYYYMMDD   The Date On Which The Most Recent Rating Was Provided To
                                                                            The Trustee By Duff & Phelps
Fitch - Orignal Rating                        36     AN             AAA   The Original Rating Of The Class By Fitch
Fitch - Most Recent Rating                    37     AN             AAA   The Most Recent Rating Of The Class By Fitch
Fitch - Date Transmitted from Rating Agency   38     AN        YYYYMMDD   The Date On Which The Most Recent Rating Was Provided To
                                                                            The Trustee By Fitch
Moody's - Original Rating                     39     AN             AAA   The Original Rating Of The Class By Moody's
Moody's - Most Recent Rating                  40     AN             AAA   The Most Recent Rating Of The Class By Moody's
Moody's - Date Transmitted from Rating
  Agency                                      41     AN        YYYYMMDD   The Date On Which The Most Recent Rating Was Provided To
                                                                            The Trustee By Moody's
Standard & Poors - Original Rating            42     AN             AAA   The Original Rating Of The Class By Standard & Poors
Standard & Poors - Most Recent Rating         43     AN             AAA   The Most Recent Rating Of The Class By Standard & Poors
Standard & Poors - Date Transmitted from
  Rating Agency                               44     AN        YYYYMMDD   The Date On Which The Most Recent Rating Was Provided To
                                                                            The Trustee By Standard & Poors
-------------------------------------------  -------------  ------------  ----------------------------------------------------------
</TABLE>
<PAGE>




                                    EXHIBIT X

                      FORM OF CMSA COLLATERAL SUMMARY FILE


<TABLE>
<CAPTION>
                                                                          CSSA

                                                             COLLATERAL SUMMARY FILE LAYOUT
                                             COLLATERAL LEVEL SUMMARY - SUMMARIZES CSSA 100.1 PERIODIC FILE

                                                                 VERSION 1.0 (12/31/98)



---------------------------------------- ----------- ----------- ------------ ------------------------------------------------------
                                         PERIODIC
                                         FIELD                     FORMAT
             FIELD NAME                  REFERENCE # #   TYPE      EXAMPLE                       DESCRIPTION/COMMENTS
---------------------------------------- ----------- ----------- ------------ ------------------------------------------------------
---------------------------------------- ----------- ----------- ------------ ------------------------------------------------------
Character Set                                            ASCII
Field Delineation                                        Comma
---------------------------------------- ----------- ----------- ------------ ------------------------------------------------------
---------------------------------------- ----------- ----------- ------------ ------------------------------------------------------
<S>                                      <C>         <C> <C>     <C>           <C>
Transaction Id                                        1    AN      XXX97001    Unique Issue Identification Mnemonic
Group Id                                              2    AN      XXX97001    Unique Identification Number Assigned To Each Loan
                                                                                 Group Within An Issue
Distribution Date                                     3    AN      YYYYMMDD    Date Payments  Made To Certificateholders
Original Loan Count                                   4  Numeric     100       Number of loans at time of securitization
Ending current period loan count                      5  Numeric      99       Number of loans at end of current period
Ending current period collateral balance    7         6  Numeric  1000000.00   Aggregate scheduled balance of loans at end of
                                                                                 current period
1 month Delinquent - number                           7  Numeric      1        Number of loans one month delinquent
1 month Delinquent - scheduled balance                8  Numeric   1000.00     Scheduled principal balance of loans one month
                                                                                 delinquent
2 months Delinquent - number                          9  Numeric      1        Number of loans two months delinquent
2 months Delinquent - scheduled balance              10  Numeric   1000.00     Scheduled principal balance of loans two months
                                                                                 delinquent
3 months Delinquent - number                         11  Numeric      1        Number of loans three months delinquent
3 months Delinquent - scheduled balance              12  Numeric   1000.00     Scheduled principal balance of loans three months
                                                                                 delinquent
Foreclosure - number                                 13  Numeric      1        Number of loans in foreclosure - overrides loans in
                                                                                 delinquency
Foreclosure - scheduled balance                      14  Numeric   1000.00     Scheduled principal balance of loans in foreclosure -
                                                                                 overrides loans in delinquency
REO - number                                         15  Numeric      1        Number of REOs - overrides loans in delinquency or
                                                                                 foreclosure
REO - scheduled balance                              16  Numeric   1000.00     Book value of REOs - overrrides loans in delinquency
                                                                                 or foreclosure
Specially serviced - number                          17  Numeric      1        Number of specially serviced loans - includes loans
                                                                                 in delinquency, foreclosure, REO
Specially serviced - scheduled balance               18  Numeric   1000.00     Scheduled principal of Specially Serviced loans
In Bankruptcy - number                               19  Numeric      1        Number of loans in bankruptcy - included in
                                                                                 delinquency aging category
In Bankruptcy - scheduled balance                    20  Numeric   1000.00     Scheduled principal balance of loans in bankruptcy -
                                                                                 included in delinquency aging category
Prepaid loans - number                               21  Numeric      1        Number of prepayments in full for the current period
Prepaid loans - principal                            22  Numeric   1000.00     Principal balance of loans prepaid in full for the
                                                                                 current period.
Total unscheduled principal               27+28      23  Numeric   1000.00     Includes prepayments in full, partial pre-payments,
                                                                                 curtailments in the current period
Total Penalty for the period                         24  Numeric   1000.00     The aggregate prepayment or yield maintenance
                                                                                 penalties on the loans for the period.
Current realized losses (gains)            47        25  Numeric   1000.00     Realized losses (gain) in the current period
Cumulative realized losses                           26  Numeric   1000.00     Cumulative realized losses
Appraisal Reduction Amount                 33        27  Numeric   1000.00     Total Current Appraisal Reduction Allocated
Cumulative Appraisal Reduction             35        28  Numeric   1000.00     Total Cumulative Appraisal Reduction Allocated
Total P&I Advance Outstanding              37        29  Numeric   1000.00     Outstanding P&I Advances At The End Of The Current
                                                                                 Period
Total T&I Advance Outstanding              38        30  Numeric   1000.00     Outstanding Taxes & Insurance Advances At The End Of
                                                                                 The Current Period
Other Expense Advance Outstanding          39        31  Numeric   1000.00     Other Outstanding Advances At The End Of The Current
                                                                                 Period
Reserve Balances                                     32  Numeric   1000.00     Balance of cash or equivalent reserve accounts
                                                                                 pledged as credit enhancement
LOC Balances                                         33  Numeric   1000.00     Balance of letter of credit reserve accounts pledged
                                                                                 as credit enhancement
Amortization WAM                                     34  Numeric     333       Weighted average maturity based on amortization term
Maturity WAM                                         35  Numeric     333       Weighted average maturity based on term to maturity
Calculated WAC                                       36  Numeric    0.105      Weighted average coupon used to calculate gross
                                                                                 interest
---------------------------------------- ----------- ----------- ------------ ------------------------------------------------------
</TABLE>

<PAGE>




                                   EXHIBIT Y

                           FORM OF CMSA FINANCIAL FILE


                       CMSA FINANCIAL FILE SPECIFICATIONS

--------------------------------------------------------------------------------
                                  RECORD LAYOUT
--------------------------------------------------------------------------------

Fields:     Trans ID           From CMSA Loan Setup File, Field #1
            Loan #             From CMSA Property File, Field #2
            Property Seq #     001 - 999
            YYYYMM             Financial Statement Beginning Date
            YYYYMM             Financial Statement Ending Date
            Data Type          See attached values
            Stmt Type          See attached values
            Category Code      See attached values
            Amount             Example : 999999.99 (Enter as an Absolute Value)
--------------------------------------------------------------------------------
Key:        Trans ID
            Loan #
            Property Seq #
            YYYYMM             Financial Statement Ending Date
            Data Type
            Statement Type
            Category Code
--------------------------------------------------------------------------------

                      SAMPLE ASCII PRESENTATION (PREFERRED)

--------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,010GROSRNT,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,020VACANCY,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,030BASERNT,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,160OTHERIN,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,310RETAXES,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,320PROPINS,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,330UTILITI,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,340REPAIRS,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,350JANITOR,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,370MANAGEM,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,380PAYROLL,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,390MARKETI,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,410GENERAL,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,440OTHEREX,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,500TENANTI,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,510CAPEX,999999.99

--------------------------------------------------------------------------------
                         SAMPLE SPREADSHEET PRESENTATION
--------------------------------------------------------------------------------
                          BEGIN     ENDING   DATA  STMT
TRANS ID  LOAN #  PROP #  YYYYMM    YYYYMM   TYPE  TYPE   CATEGORY    AMOUNT
--------------------------------------------------------------------------------

XX97D4    12768-34  001    199901    199903   YTD   NOR    010GROSRNT  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    020VACANCY  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    030BASERNT  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    160OTHERIN  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    310RETAXES  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    320PROPINS  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    330UTILITI  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    340REPAIRS  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    350JANITOR  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    370MANAGEM  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    380PAYROLL  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    390MARKETI  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    410GENERAL  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    440OTHEREX  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    500TENANTI  999999.99
XX97D4    12768-34  001    199901    199903   YTD   NOR    510CAPEX    999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    010GROSRNT  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    020VACANCY  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    030BASERNT  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    160OTHERIN  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    310RETAXES  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    320PROPINS  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    330UTILITI  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    340REPAIRS  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    350JANITOR  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    370MANAGEM  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    380PAYROLL  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    390MARKETI  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    410GENERAL  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    440OTHEREX  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    500TENANTI  999999.99
XX97D4    12768-34  002    199901    199903   YTD   NOR    510CAPEX    999999.99
<PAGE>

<TABLE>
<CAPTION>

                                              CMSA FINANCIAL FILE CATEGORY CODE MATRIX

            ------------------------------------------------------------------------------------------------------
                                                                                 Property Type
                                                                                 -------------

                Code/                                                         Multi-       Health
              Sort Order              Description             Commercial      family        Care        Lodging

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



<S>        <C>              <C>                                 <C>            <C>           <C>          <C>
  INCOME

           010GROSRNT       Gross Potential Rent                  o              o            o
           020VACANCY       Less: Vacancy/Collection Loss         o              o            o
           030BASERNT       Base Rent                             o              o
           040EXPREMB       Expense Reimbursement                 o
           050PCTRENT       Percentage Rent                       o
           060ROOMREV       Room Revenue                                                                    o
           070FOODBEV       Food & Beverage Revenues                                                        o
           080PHONE         Telephone Revenue                                                               o
           090OTHDREV       Other Departmental Revenue                                                      o
           100PVTPAY        Private Pay                                                       o
           110MEDCARE       Medicare/Medicaid                                                 o
           120NURSING       Nursing/Medical Income                                            o
           130MEALS         Meals Income                                                      o
           140LAUNDRY       Laundry/Vending Income                               o
           150PARKING       Parking Income                        o              o
           160OTHERIN       Other Income                          o              o            o             o

EXPENSES

           270ROOMS         Room (Department)                                                               o
           280FOODBEV       Food & Beverage (Departmental)                                                  o
           290PHONE         Telephone Expenses (Departmental)                                               o
           300OTHDEPT       Other Dept. Expenses                                                            o
           310RETAXES       Real Estate Taxes                     o              o            o             o
           320PROPINS       Property Insurance                    o              o            o             o
           330UTILITI       Utilities                             o              o            o             o
           340REPAIRS       Repairs and Maintenance               o              o            o             o
           350JANITOR       Janitorial                            o
           360FRANCHI       Franchise Fee                                                                   o
           370MANAGEM       Management Fees                       o              o            o             o
           380PAYROLL       Payroll & Benefits                    o              o            o             o
           390MARKETI       Advertising & Marketing               o              o            o             o
           400PROFESS       Professional Fees                     o              o            o             o
           410GENERAL       General and Administrative            o              o            o             o
           420ROOMS         Room Expense - Housekeeping                                        o
           430MEALS         Meal expense                                                      o
           440OTHEREX       Other Expenses                        o              o            o             o
           450GROUNDR       Ground Rent                           o              o            o             o

RESRV &
CAPEX

           490LEASING       Leasing Commissions                   o
           500TENANTI       Tenant Improvements                   o
           510CAPEX         Capital Expenditures                  o              o            o             o
           520EXCAPEX       Extraordinary Capital Expenditures    o              o            o             o

</TABLE>

                 --------------------------------------------------------------
                                   DATA TYPES
                 --------------------------------------------------------------
                 YTD        Current Year - Year to Date
                  AN        Annual (prior 12 months' data fiscal year - audited)
                  TR        Trailing 12 months' data
                  UB        Underwriting Base Line

                 --------------------------------------------------------------
                                 STATEMENT TYPES
                 --------------------------------------------------------------
                 BOR        Borrower's Statement (as submitted)
                 ADJ        Adjustments to Borrower's Statement
                 NOR        Normalized Statement (to CMSA format)
<PAGE>




                                   EXHIBIT Z

                          FORM OF CMSA LOAN SETUP FILE


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION

                             CMSA "LOAN SETUP" FILE

                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"

<TABLE>
<CAPTION>
-----------------------------------      -------------------------------------------------------------------------------------------

SPECIFICATION                            DESCRIPTION/COMMENTS
-----------------------------------      -------------------------------------------------------------------------------------------

<S>                                      <C>
Acceptable Media Types                   Magnetic Tape, Diskette, Electronic Transfer
Character Set                            ASCII
Field Delineation                        Comma
Density (Bytes-Per-Inch)                 1600 or 6250
Magnetic Tape Label                      None (unlabeled)
Magnetic Tape Blocking Factor            10285 (17 records per block)
Physical Media Label                     Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking
                                           Factor; Record Length
Return Address Label                     Required for return of physical media (magnetic tape or diskette)
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                              FIELD             FORMAT
       FIELD NAME             NUMBER  TYPE      EXAMPLE        DESCRIPTION/COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>   <C>     <C>              <C>
Transaction Id                   1     AN       XXX97001      Unique Issue Identification Mnemonic
Group Id                         2     AN       XXX9701A      Unique Indentification Number Assigned To Each Loan Group Within
                                                                An Issue
Loan Id                          3     AN    00000000012345   Unique Servicer Loan Number Number Assigned To Each Collateral Item
                                                                In A Pool
Prospectus Loan Id               4     AN         123         Unique Identification Number Assigned To Each Collateral Item In
                                                                The Prospectus
Original Note Amount             5   Numeric   1000000.00     The Mortgage Loan Balance At Inception Of The Note
Original Term Of Loan            6   Numeric      240         Original Number Of Months Until Maturity Of Loan
Original Amortization Term       7   Numeric      360         Original Number Of Months Loan Amortized Over
Original Note Rate               8   Numeric     0.095        The Note Rate At Inception Of The Note
Original Payment Rate            9   Numeric     0.095        Original Rate Payment Calculated On
First Loan Payment Due Date     10     AN       YYYYMMDD      First Payment Date On The Mortgage Loan
Grace Days Allowed              11   Numeric      10          Number Of Days From Due Date Borrower Is Permitted To Remit Payment
Interest Only (Y/N)             12     AN          Y          Y=Yes, N=No
Balloon (Y/N)                   13     AN          Y          Y=Yes, N=No
Interest Rate Type              14   Numeric       1          1=Fixed, 2=Arm, 3=Step, 9=Other
Interest Accrual Method Code    15   Numeric       1          1=30/360, 2=Actual/365, 3=Actual/360, 4=Actual/Actual, 5=Actual/366,
                                                                6=Simple, 7=78's
Interest in Arrears (Y/N)       16     AN          Y          Y=Yes, N=No
Payment Type Code               17   Numeric       1          See Payment Type Code Legend
Prepayment Lock-out End Date    18     AN       YYYYMMDD      Date After Which Loan Can Be Prepaid
Yield Maintenance End Date      19     AN       YYYYMMDD      Date After Which Loan Can Be Prepaid Without Yield Maintenance
Prepayment Premium End Date     20     AN       YYYYMMDD      Date After Which Loan Can Be Prepaid Without Penalty
Prepayment Terms Description    21     AN         Text        Should reflect the information in Annex A or use the format of LO(36),
                                                                YM(28), 7(12), O(3). If manually derived, the Cutoff Date should be
                                                                the start date for period counting.
ARM Index Code                  22     AN          A          See Arm Index Code Legend
First Rate Adjustment Date      23     AN       YYYYMMDD      Date Note Rate Originally Changed
First Payment Adjustment Date   24     AN       YYYYMMDD      Date Payment Originally Changed
ARM Margin                      25   Numeric      0.025       Rate Added To Index Used In The Determination Of The Gross Interest
                                                                Rate
Lifetime Rate Cap               26   Numeric      0.15        Maximum Rate That The Borrower Must Pay On An Arm Loan Per The
                                                                Loan Agreement
Lifetime Rate Floor             27   Numeric      0.05        Minimum Rate That The Borrower Must Pay On An Arm Loan Per The
                                                                Loan Agreement
Periodic Rate Increase Limit    28   Numeric      0.02        Maximum Periodic Increase To The Note Rate Allowed Per The Loan
                                                                Agreement
Periodic Rate Decrease Limit    29   Numeric      0.02        Minimum Periodic Decrease To The Note Rate Allowed Per The Loan
                                                                Agreement
Periodic Pay Adjustment Max-%   30   Numeric      0.03        Max Periodic % Increase To The P&I Payment Allowed Per The Loan
                                                                Agreement
Periodic Pay Adjustment Max-$   31   Numeric     5000.00      Max Periodic Dollar Increase To The P&I Payment Allowed Per The Loan
                                                                Agreement
Payment Frequency               32   Numeric       1          1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually...
Rate Reset Frequency            33   Numeric       1          1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually, 365=Daily
Pay Reset Frequency             34   Numeric       1          1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually, 365=Daily
Rounding Code                   35   Numeric       1          Rounding Method For Sum Of Index Plus Margin (See Rounding Code
                                                                Legend)
Rounding Increment              36   Numeric     0.00125      Used In Conjunction With Rounding Code
Index Look Back In Days         37   Numeric      45          Use Index In Effect X Days Prior To Adjustment Date
Negative Amortization
  Allowed (Y/N)                 38     AN          Y          Y=Yes, N=No
Max Neg Allowed (% Of Orig Bal) 39   Numeric     0.075        Max Lifetime % Increase to the Original Balance Allowed Per The Loan
                                                                Agreement
Maximum Negate Allowed ($)      40   Numeric    25000.00      Max Lifetime Dollar Increase to the Original Balance Allowed Per
                                                                The Loan Agreement
Remaining Term At Contribution  41   Numeric      240         Remaining Number Of Months Until Maturity Of Loan At Cutoff
Remaining Amort Term At
  Contribution                  42   Numeric      360         Remaining Number Of Months Loan Amortized Over At Cutoff
Maturity Date At Contribution   43     AN       YYYYMMDD      The Scheduled Maturity Date Of The Mortgage Loan At Contribution
Scheduled Principal Balance
  At Contribution               44   Numeric   1000000.00     The Scheduled Principal Balance Of The Mortgage Loan At Contribution
Note Rate At Contribution       45   Numeric      0.095       Cutoff Annualized Gross Interest Rate Applicable To The Calculation
                                                                Of Scheduled Interest
Servicer And Trustee Fee Rate   46   Numeric     0.00025      Cutoff Annualized Fee Paid To The Servicer And Trustee
Fee Rate / Strip Rate 1         47   Numeric     0.00001      Cutoff Annualized Fee/Strip Netted Against Current Note Rate =
                                                                Net Rate
Fee Rate / Strip Rate 2         48   Numeric     0.00001      Cutoff Annualized Fee/Strip Netted Against Current Note Rate =
                                                                Net Rate
Fee Rate / Strip Rate 3         49   Numeric     0.00001      Cutoff Annualized Fee/Strip Netted Against Current Note Rate =
                                                               Net Rate
Fee Rate / Strip Rate 4         50   Numeric     0.00001      Cutoff Annualized Fee/Strip Netted Against Current Note Rate =
                                                                Net Rate
Fee Rate / Strip Rate 5         51   Numeric     0.00001      Cutoff Annualized Fee/Strip Netted Against Current Note Rate =
                                                                Net Rate
Net Rate At Contribution        52   Numeric     0.0947       Cutoff Annualized Interest Rate Applicable To The Calculation Of
                                                                Remittance Interest
Periodic P&I Payment At
  Contribution                  53   Numeric     3000.00      The Periodic Scheduled Principal & Interest Payment at Contribution
# Of Properties at
  Contribution                  54   Numeric       13         L86 - The Number Of Properties Underlying The Mortgage Loan
Property Name                   55     AN         Text        P7 - If Multiple properties print "Various"
Property Address                56     AN         Text        P8 - If Multiple properties print "Various"
Property City                   57     AN         Text        P9 - If Multiple properties have the same city then print the city,
                                                                otherwise print "Various".  Missing information print "Incomplete"
Property State                  58     AN         Text        P10 - If Multiple properties have the same state then print the state,
                                                                otherwise print "XX" to represent various. Missing information print
                                                                "ZZ"
Property Zip Code               59     AN         Text        P11 - If Multiple properties have the same zip code then print the zip
                                                                code, otherwise print "Various". Missing information print
                                                                "Incomplete"
Property County                 60     AN         Text        P12 - If Multiple properties have the same county then print the
                                                                county, otherwise print "Various". Missing information print
                                                                "Incomplete"
Property Type Code              61     AN          MF         P13 -  If Multiple properties have the same property type code then
                                                                print the property code, otherwise print "XX" to represent various.
                                                                Missing information print "ZZ"
Net Square Feet At Contribution 62   Numeric     25000        P16 - For Multiple properties, if all the same Property Type, sum the
                                                                values, if missing any leave empty
# Of Units/Beds/Rooms At
  Contribution                  63   Numeric       75         P17 - For Multiple properties, if all the same Property Type, sum the
                                                                values, if missing any leave empty
Year Built                      64     AN         YYYY        P14 - If Multiple properties have the same Year Built then print Year
                                                                Built else leave empty
NOI At Contribution             65   Numeric    100000.00     P47 - If Multiple properties sum the values, if missing any then
                                                                populate using the "DSCR Indicator Legend" rule.   Should match
                                                                the prospectus if available.
DSCR (NOI) At Contribution      66   Numeric      2.11        P48 - If Multiple properties populate using the "DSCR Indicator
                                                                Legend" rule. DSCR At Contribution using NOI.   Should match the
                                                                prospectus if available.
Appraisal Value At Contribution 67   Numeric   1000000.00     P49 -  If Multiple properties sum the values , if missing any then
                                                                leave empty
Appraisal Date At Contribution  68     AN       YYYYMMDD      P50 - If Multiple properties and all the same then print the date, if
                                                                 missing any then leave empty
Physical Occupancy At
  Contribution                  69   Numeric      0.88        P51 -  If Multiple properties, Use weighted average by using the
                                                                calculation [ Current Allocated % (Prop) * Occupancy (Oper) ] for
                                                                each Property, if missing one then leave empty
Revenue At Contribution         70   Numeric   100000.00      P45 -  If Multiple properties then sum the value, if missing any then
                                                                populate using the "DSCR Indicator Legend" rule.  Should match the
                                                                prospectus if available.
Operating Expenses At
  Contribution                  71   Numeric   100000.00      P46 -  If Multiple properties then sum the value, if missing any then
                                                                populate using the "DSCR Indicator Legend" rule.   Should match
                                                                the prospectus if available.
Contribution Financials
  As Of Date                    72     AN       YYYYMMDD      P44 - If Multiple properties and all the same then print the date, if
                                                                missing any then leave empty
Recourse (Y/N)                  73     AN          Y          Y=Yes,  N=No
Ground Lease (Y/S/N)            74     AN          Y          Y=Yes, S=Subordinate, N= No ground lease, P22 - If Multiple properties
                                                                and any one property is "Y" or "S" print  "Y"
Cross-Collateralized Loan
  Grouping                      75     AN        Text         P6 - All Loans With The Same Value Are Crossed, For example : "X02-1"
                                                                would be populated in this field for all related loans, "X02-2"
                                                                would be populated for the next group of related loans.
Collection Of Escrows (Y/N)     76     AN          Y          Y=Yes,  N=No  -  Referring to Taxes and Insurance
Collection Of Other
  Reserves (Y/N)                77     AN          Y          Y=Yes,  N=No -  Referring to Reserves other than Taxes and Insurance.
                                                                If any property has a value > 0 in P23,  this field should be "Y"
Lien Position At Contribution   78   Numeric       1          1=First, 2=Second...
Hyper Amortizing Begin Date     79     AN       YYYYMMDD      L81 - Date used to track Anticipated Repayment Date Loans
Defeasance Option Start Date    80     AN       YYYYMMDD      Date loan can start defeasance
Defeasance Option End Date      81     AN       YYYYMMDD      Date that defeasance ends
Last Setup Change Date          82     AN       YYYYMMDD      L83 - Distribution Date that the information was last changed by loan
NCF At Contribution             83   Numeric    100000.00     P76 - If Multiple properties sum the values, if missing any then
                                                                populate using the "DSCR Indicator Legend" rule.  Net Cash Flow At
                                                                Contribution.   Should match the prospectus if available.
DSCR (NCF) At Contribution      84   Numeric     2.11         P77 - If Multiple properties populate using the "DSCR Indicator
                                                                Legend" rule. DSCR At Contribution using NCF to calculate.  Should
                                                                match the prospectus if available.
DSCR Indicator at Contribution  85     AN        Text         Flag used to explain how the DSCR was calculated when there are
                                                                multiple properties.  See DSCR Indicator Legend.
Loan Contributor to
  Securitization                86     AN        Text         Name of entity ultimately responsible for the reps and warranties of
                                                                the loan contributed
Credit Tenant Lease             87     AN          Y          L101 - Y=Yes,  N=No

</TABLE>
<PAGE>




                                   EXHIBIT AA

                            INITIAL COMPANION HOLDER

            First Union National Bank shall be the Initial Companion Holder for
all Companion Loans.



<PAGE>




                EXHIBIT BB - CLASS IO-II REFERENCE RATE SCHEDULE


INTEREST                                 INTEREST
ACCRUAL DISTRIBUTION     CLASS IO-II      ACCRUAL   DISTRIBUTION  CLASS IO-II
PERIOD       DATE      REFERENCE RATE     PERIOD        DATE      REFERENCE RATE

  1       9/15/2001       7.609560          43        3/15/2005      7.363056
  2      10/15/2001       7.361984          44        4/15/2005      7.610235
  3      11/15/2001       7.609572          45        5/15/2005      7.362407
  4      12/15/2001       7.361982          46        6/15/2005      7.610258
  5       1/15/2002       7.361979          47        7/15/2005      7.362416
  6       2/15/2002       7.361981          48        8/15/2005      7.610281
  7       3/15/2002       7.362424          49        9/15/2005      7.610294
  8       4/15/2002       7.609583          50       10/15/2005      7.362432
  9       5/15/2002       7.361969          51       11/15/2005      7.610317
 10       6/15/2002       7.609612          52       12/15/2005      7.362439
 11       7/15/2002       7.362004          53        1/15/2006      7.362439
 12       8/15/2002       7.609660          54        2/15/2006      7.362443
 13       9/15/2002       7.609684          55        3/15/2006      7.363172
 14      10/15/2002       7.362059          56        4/15/2006      7.602571
 15      11/15/2002       7.609733          57        5/15/2006      7.364902
 16      12/15/2002       7.362097          58        6/15/2006      7.614099
 17       1/15/2003       7.362115          59        7/15/2006      7.366155
 18       2/15/2003       7.362134          60        8/15/2006      7.617050
 19       3/15/2003       7.362670          61        9/15/2006      7.617060
 20       4/15/2003       7.609855          62       10/15/2006      7.369002
 21       5/15/2003       7.362189          63       11/15/2006      7.617076
 22       6/15/2003       7.609905          64       12/15/2006      7.369002
 23       7/15/2003       7.362227          65        1/15/2007      7.368999
 24       8/15/2003       7.609956          66        2/15/2007      7.369001
 25       9/15/2003       7.609982          67        3/15/2007      7.369810
 26      10/15/2003       7.362286          68        4/15/2007      7.617108
 27      11/15/2003       7.610033          69        5/15/2007      7.368992
 28      12/15/2003       7.362314          70        6/15/2007      7.617122
 29       1/15/2004       7.610060          71        7/15/2007      7.368990
 30       2/15/2004       7.362328          72        8/15/2007      7.617137
 31       3/15/2004       7.362534          73        9/15/2007      7.617146
 32       4/15/2004       7.610096          74       10/15/2007      7.368986
 33       5/15/2004       7.362345          75       11/15/2007      7.617159
 34       6/15/2004       7.610120          76       12/15/2007      7.368982
 35       7/15/2004       7.362358          77        1/15/2008      7.617172
 36       8/15/2004       7.610145          78        2/15/2008      7.368977
 37       9/15/2004       7.610159          79        3/15/2008      7.369275
 38      10/15/2004       7.362376          80        4/15/2008      7.617190
 39      11/15/2004       7.610182          81        5/15/2008      7.372527
 40      12/15/2004       7.362387          82        6/15/2008      7.622315
 41       1/15/2005       7.362390          83        7/15/2008      7.373924
 42       2/15/2005       7.362397          84        8/15/2008      7.622327


<PAGE>




                                   EXHIBIT CC

                         FORM OF PURCHASE OPTION NOTICE
                            PURSUANT TO SECTION 3.18



                                     [Date]


Wells Fargo Bank Minnesota, N.A
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
Attention:  Corporate Trust Services (CMBS) First Union National Bank
            Commercial Mortgage Pass-Through Certificates, Series 2001-C3


LaSalle Bank National Association
135 S. LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Asset-Backed SecuritiesTrust Services Group - First Union
            National Bank Commercial Mortgage Trust, Commercial Mortgage
            Trust, Commercial Mortgage Pass-Through Certificates, Series 2001
            C-3


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 C-3


            Re:   First Union National Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates, Series 2001-C3

Ladies and Gentlemen:

      The undersigned hereby acknowledges that it is 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 August 15, 2001, by and among
First Union Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank
Minnesota, N.A., as trustee, Lennar Partners, Inc., as special servicer, First
Union National Bank, as master servicer, and LaSalle Bank National Association,
as paying agent. Capitalized terms used herein and not otherwise defined shall
have the meaning set forth in the Pooling and Servicing Agreement.

      The  undersigned  Option  Holder  [is  the  Special  Servicer]  [is  the
Majority  Subordinate  Certificateholder]  [acquired its Purchase  Option from
the [Special Servicer] [Majority Subordinate Certificateholder] on _________].

      The undersigned Option Holder is exercising its Purchase Option at the
cash price of $______________, which amount equals or exceeds the Option Price,
as defined in Section 3.18(c) of the Pooling and Servicing Agreement. Within ten
(10) Business Days of the date hereof, [the undersigned Option Holder]
[______________, an Affiliate of the undersigned Option Holder] will deliver the
Option Price to or at the direction of the Special Servicer in exchange for the
release of the Mortgage Loan, the related Mortgaged Property and delivery of the
related Mortgage Loan File.

      The undersigned Option Holder agrees that it shall prepare and provide the
Special Servicer with such instruments of transfer or assignment, in each case
without recourse, as shall be reasonably necessary to vest in it or its designee
the ownership of Mortgage Loan ____, together with such other documents or
instruments as the Special Servicer shall reasonably require to consummate the
purchase contemplated hereby.

      The undersigned Option Holder acknowledges and agrees that its exercise of
its Purchase Option Notice may not be revoked and that the undersigned Option
Holder, or its designee, shall be obligated to close its purchase of Mortgage
Loan ___ in accordance with the terms and conditions of this letter and Section
3.18 of the Pooling and Servicing Agreement.

                                       Very truly yours,


                                       [Option Holder]



                                       By:____________________________________
                                          Name:
                                          Title:

      [By signing this letter in the space provided below, the [Special
Servicer] [Majority Subordinate Certificateholder] hereby acknowledges and
affirms that it transferred its Purchase Option to the Option Holder identified
above on [_________].


[-----------------------]


By:
Name:
Title:  ]