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                                                                  EXECUTION COPY


                FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.
                                    Depositor

                                       and

                            FIRST UNION NATIONAL BANK
                                 Master Servicer

                                       and

                            FIRST UNION NATIONAL BANK
                                Special Servicer

                                       and

                       WELLS FARGO BANK MINNESOTA, N.A.
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 1, 2000

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

                                 $1,147,819,332

                Commercial Mortgage Pass-Through Certificates

                                 Series 2000-C2

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<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                             Page
                                                                                             -----
<S>                                                                                          <C>
ARTICLE I DEFINITIONS
        SECTION 1.01.  Defined Terms.........................................................   3

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

        SECTION 2.01.  Conveyance of Mortgage Loans..........................................  67
        SECTION 2.02.  Acceptance of the Trust Fund by Trustee...............................  70
        SECTION 2.03.  Mortgage Loan Originator's Repurchase or Substitution of Mortgage Loans
                             for Document Defects and Breaches of Representations and
                             Warranties......................................................  71
        SECTION 2.04.  Representations and Warranties of Depositor...........................  74
        SECTION 2.05.  Execution, Authentication and Delivery of Class Q and Class R-I
                             Certificates; Creation of REMIC I Regular Interests.............  76
        SECTION 2.06.  Conveyance of REMIC I Senior Regular Interests; Acceptance of REMIC II
                             by Trustee......................................................  76
        SECTION 2.07.  Execution, Authentication and Delivery of Class R-II Certificates.....  76
        SECTION 2.08.  Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by
                             Trustee.........................................................  77
        SECTION 2.10.  Conveyance of REMIC III Regular Interests; Acceptance of REMIC IV by
                             Trustee.........................................................  77
        SECTION 2.11.  Execution, Authentication and Delivery of REMIC IV Certificates.......  78

ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND
        SECTION 3.01.  Administration of the Mortgage Loans..................................  78
        SECTION 3.02.  Collection of Mortgage Loan Payments..................................  79
        SECTION 3.03.  Collection of Taxes, Assessments and Similar Items; Servicing Accounts;
                             Reserve Accounts................................................  81
        SECTION 3.04.  Certificate Account, Interest Reserve Account and Distribution Account  85

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                                       i

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<TABLE>
<CAPTION>
<S>                                                                                           <C>
        SECTION 3.05.  Permitted Withdrawals From the Certificate Account, Interest Reserve
                             Account, the Distribution Account and the Excess Liquidation
                             Proceeds and PPIE Reserve Account...............................  89
        SECTION 3.06.  Investment of Funds in the Servicing Accounts, the Reserve Accounts,
                             the Certificate Account, the Distribution Account,  Excess
                             Liquidation Proceeds and PPIE Reserve Account, Companion
                             Distribution Account and the REO Account........................  94
        SECTION 3.07.  Maintenance of Insurance Policies; Errors and Omissions and Fidelity
                              Coverage........................................................  96
        SECTION 3.08.  Enforcement of Alienation Clauses......................................  98
        SECTION 3.09.  Realization Upon Defaulted Mortgage Loans; Required Appraisals......... 100
        SECTION 3.10.  Trustee and Custodian to Cooperate; Release of Mortgage Files.......... 104
        SECTION 3.11.  Servicing Compensation................................................. 105
        SECTION 3.12.  Property Inspections; Collection of Financial Statements; Delivery of
                              Certain Reports................................................. 108
        SECTION 3.13.  Annual Statement as to Compliance...................................... 112
        SECTION 3.14.  Reports by Independent Public Accountants.............................. 112
        SECTION 3.15.  Access to Certain Information.......................................... 113
        SECTION 3.16.  Title to REO Property; REO Account..................................... 117
        SECTION 3.17.  Management of REO Property............................................. 119
        SECTION 3.18.  Sale of Mortgage Loans and REO Properties.............................. 122
        SECTION 3.19.  Additional Obligations of Master Servicer and Special Servicer......... 126
        SECTION 3.20.  Modifications, Waivers, Amendments and Consents........................ 127
        SECTION 3.21.  Transfer of Servicing Between Master Servicer and Special Servicer;
                              Record Keeping.................................................. 133
        SECTION 3.22.  Sub-Servicing Agreements............................................... 137
        SECTION 3.23.  Representations and Warranties of Master Servicer and Special Servicer. 140
        SECTION 3.24.  Sub-Servicing Agreement Representation and Warranty.................... 144
        SECTION 3.25.  Designation of Controlling Class Representative........................ 144

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDER
        SECTION 4.01.  Distributions.......................................................... 146
        SECTION 4.02.  Statements to Certificateholders; CMSA Loan Periodic Update File....... 164
        SECTION 4.03.  P&I Advances........................................................... 169

</TABLE>

                                       ii

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<TABLE>
<CAPTION>
<S>                                                                                           <C>
        SECTION 4.04.  Allocation of Realized Losses and Additional Trust Fund Expenses;
                              Allocation of Certificate Deferred Interest..................... 172
        SECTION 4.05.  Calculations........................................................... 176
        SECTION 4.06.  Use of Agents.......................................................... 176

ARTICLE V THE CERTIFICATES
        SECTION 5.01.  The Certificates....................................................... 176
        SECTION 5.02.  Registration of Transfer and Exchange of Certificates.................. 177
        SECTION 5.03.  Book-Entry Certificates................................................ 184
        SECTION 5.04.  Mutilated, Destroyed, Lost or Stolen Certificates...................... 185
        SECTION 5.05.  Persons Deemed Owners.................................................. 186

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........... 186
        SECTION 6.02.  Merger, Consolidation or Conversion of Depositor or Master Servicer or
                              Special Servicer................................................ 186
        SECTION 6.03.  Limitation on Liability of Depositor, Master Servicer and Special
                              Servicer........................................................ 187
        SECTION 6.04.  Resignation of Master Servicer and the Special Servicer................ 188
        SECTION 6.05.  Rights of Depositor and Trustee in Respect of Master Servicer and the
                              Special Servicer................................................ 189
        SECTION 6.06.  Depositor, Master Servicer and Special Servicer to Cooperate with
                              Trustee......................................................... 189
        SECTION 6.07.  Depositor, Special Servicer and Trustee to Cooperate with Master
                              Servicer........................................................ 189
        SECTION 6.08.  Depositor, Master Servicer and Trustee to Cooperate with Special
                              Servicer........................................................ 190
        SECTION 6.09.  Designation of Special Servicer by the Controlling Class............... 190
        SECTION 6.10.  Master Servicer or Special Servicer as Owner of a Certificate.......... 191
        SECTION 6.11.  The Controlling Class Representative................................... 192

ARTICLE VII DEFAULT
        SECTION 7.01.  Events of Default...................................................... 194

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                                      iii

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<TABLE>
<CAPTION>
<S>                                                                                           <C>
        SECTION 7.02.  Trustee to Act; Appointment of Successor............................... 199
        SECTION 7.03.  Notification to Certificateholders..................................... 201
        SECTION 7.04.  Waiver of Events of Default............................................ 201
        SECTION 7.05.  Additional Remedies of Trustee Upon Event of Default................... 201

ARTICLE VIII CONCERNING THE TRUSTEE
        SECTION 8.01.  Duties of Trustee...................................................... 202
        SECTION 8.02.  Certain Matters Affecting Trustee...................................... 203
        SECTION 8.03.  Trustee Not Liable for Validity or Sufficiency of Certificates or
                              Mortgage Loans.................................................. 205
        SECTION 8.04.  Trustee May Own Certificates........................................... 206
        SECTION 8.05.  Fees and Expenses of Trustee; Indemnification of Trustee............... 206
        SECTION 8.06.  Eligibility Requirements for Trustee................................... 206
        SECTION 8.07.  Resignation and Removal of Trustee..................................... 207
        SECTION 8.08.  Successor Trustee...................................................... 209
        SECTION 8.09.  Merger or Consolidation of Trustee..................................... 209
        SECTION 8.10.  Appointment of Co-Trustee or Separate Trustee.......................... 209
        SECTION 8.11.  Appointment of Custodians.............................................. 211
        SECTION 8.12.  Appointment of Authenticating Agents................................... 211
        SECTION 8.13.  Appointment of Paying Agent............................................ 212

        SECTION 8.14.  Appointment of REMIC Administrators.................................... 213
        SECTION 8.15.  Access to Certain Information.......................................... 214
        SECTION 8.16.  Representations, Warranties and Covenants of Trustee................... 215
        SECTION 8.17.  Reports to the Securities and Exchange Commission; Available
                              Information .................................................... 216
        SECTION 8.18.  Maintenance of Mortgage File........................................... 217
        SECTION 8.19.  Companion Paying Agent................................................. 217
        SECTION 8.20.  Companion Register..................................................... 218
        SECTION 8.21.  Co-Lender Agreement.................................................... 218

ARTICLE IX TERMINATION
        SECTION 9.01.  Termination Upon Repurchase or Liquidation of All Mortgage Loans....... 219
        SECTION 9.02.  Additional Termination Requirements.................................... 221
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                                        iv

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<TABLE>
<CAPTION>
<S>                                                                                           <C>
ARTICLE X ADDITIONAL TAX PROVISIONS
        SECTION 10.01. REMIC Administration................................................... 222
        SECTION 10.02. Grantor Trust Administration........................................... 227

ARTICLE XI MISCELLANEOUS PROVISIONS
        SECTION 11.01. Amendment.............................................................. 229
        SECTION 11.02. Recordation of Agreement; Counterparts................................. 231
        SECTION 11.03. Limitation on Rights of Certificateholders............................. 231
        SECTION 11.04. Governing Law.......................................................... 232
        SECTION 11.05. Notices ............................................................... 232
        SECTION 11.06. Severability of Provisions............................................. 233
        SECTION 11.07. Grant of a Security Interest........................................... 233
        SECTION 11.08. Streit Act............................................................. 234
        SECTION 11.09. Successors and Assigns; Beneficiaries.................................. 234
        SECTION 11.10. Article and Section Headings........................................... 234
        SECTION 11.11. Notices to Rating Agencies............................................. 234
        SECTION 11.12. Complete Agreement..................................................... 236

</TABLE>

                                       v



<PAGE>


                                    EXHIBITS

Exhibit Description                  Exhibit No.           Section Reference
-------------------                  -----------           -----------------
Form of Class A-1 Certificate           A-1            Section 1.01 Definition
                                                       of "Class A-1
                                                       Certificate"

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

[RESERVED]

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

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

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

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

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

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

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

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

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

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

                                       vi


<PAGE>


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

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

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

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

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

Form of Class R-I Certificate          A-19            Section 1.01 Definition
                                                       of "Class R-I
                                                       Certificate"

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

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

Form of Class R-IV Certificate         A-22            Section 1.01 Definition
                                                       of "Class R-IV
                                                       Certificate"

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

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

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

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



                                       vii

<PAGE>


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

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


[RESERVED]                              F

Form of Certificate from                               Section 5.02(b)
Holder (Transferor) of a
Certificate to the Certificate
Registrar                              G-1

Form of Certificate from                               Section 5.02(b)
Proposed Transferee of a
Certificate to Certificate
Registrar                              G-2

Form of Certificate from                               Section 5.02(b)
Proposed Transferee of a
Certificate to Certificate
Registrar for non-QIBs                 G-3

Form of Certificate by                                 Section 5.02(c)(i) and
Prospective Transferee                                 (ii)
                                        H

Form of Transfer Affidavit and                         Section 5.02(d)(i)(B)
Agreement regarding Class R-I
Certificates                           I-1

Form of Transferor Certificate                         Section 5.02(d)(i)(D)
regarding Class R-II, R-III
and R-IV Certificates                  I-2

Form of Notice and                                     Section 6.09
Acknowledgment                         I-2

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


[RESERVED]                              K



                                       viii


<PAGE>


Initial Companion Holder                L              Section 8.20

Form of CMSA Property File              M              Section 3.12(c)

Form of Comparative Financial           N              Section 3.12(b) and
Status Report                                          3.12(c)

Form of REO Status Report               O              Section 3.12(b) and
                                                       3.12(c)

Form of Watch List                      P              Section 3.12(b) and
                                                       3.12(c)

Form of Delinquent Loan Status          Q              Section 3.12(b) and
Report                                                 3.12(c)

Form of Historical Loan                 R              Section 3.12(b) and
Modification Report                                    3.12(c)

Form of Historical Liquidation          S              Section 3.12(b) and
Report                                                 3.12(c)

Form of NOI Adjustment                  T              Section 3.12(b) and
Worksheet                                              3.12(c)

Form of Operating Statement             U              Section 3.12(b) and
Analysis                                               3.12(c)

Form of Interim Delinquent              V              Section 3.12(c)
Loan Status Report

Form of CMSA Periodic Update            W              Section 4.02(b)
File

Form of Certificateholder              X-1             Section 3.15
Confirmation Certificate

Form of Prospective Purchaser          X-2             Section 3.15
Certificate

Form of CMSA Bond File                  Y              Section 3.15

Form of CMSA Collateral                 Z              Section 3.15
Summary File

                                       ix

<PAGE>


     This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of November 1, 2000, among FIRST UNION COMMERCIAL MORTGAGE
SECURITIES, INC., as Depositor, FIRST UNION NATIONAL BANK, as Master Servicer,
FIRST UNION NATIONAL BANK, as Special Servicer, and WELLS FARGO BANK MINNESOTA,
N.A., as Trustee.

                            PRELIMINARY STATEMENT:


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

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the Schneider Mortgage Loan (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 Certificates will represent the sole class of "residual interests"
in REMIC I for purposes of the REMIC Provisions under federal income tax law.
The REMIC I Senior Regular Interest will have: (i) subject to adjustment as
provided herein, a REMIC I Remittance Rate equal to the Schneider Mortgage Loan
Remittance Rate; and (ii) an initial REMIC Principal Balance equal to the
Schneider Senior Balance as of the Closing Date. Except as provided below, the
REMIC I Subordinate Regular Interest will have: (i) subject to adjustment as
provided herein, a REMIC I Remittance Rate equal to the Schneider Mortgage Loan
Remittance Rate; and (ii) an initial REMIC Principal Balance equal to the
Schneider Subordinate Balance as of the Closing Date. The REMIC I Senior Regular
Interest will not be certificated. The REMIC I Subordinate Regular Interest will
be represented by the Class Q Certificates.

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the REMIC I Senior Regular Interest and all of the Majority
Mortgage Loans (exclusive of that portion of the interest payments thereon that
constitute Additional Interest) and certain other related assets subject to this
Agreement as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as "REMIC II." The Class R-II Certificates will
represent the sole class of "residual interests" in REMIC II for purposes of the
REMIC Provisions under federal income tax law. Except as provided below, each
REMIC II Regular Interest will relate to a specific Majority Mortgage Loan or
the REMIC I Senior Regular Interest. Each such REMIC II Regular Interest will
have: (i) subject to adjustment as provided herein, a REMIC II Remittance Rate
equal to the Net Mortgage Rate of the Majority Mortgage Loan to which such REMIC
II Regular Interest relates or to the REMIC I Remittance Rate of the REMIC I
Senior Regular Interest to which such REMIC II Regular Interest relates; and
(ii) an initial REMIC Principal Balance equal to the Cut-off Date Balance of the
Majority Mortgage Loan to which such REMIC II Regular Interest relates or to the
initial REMIC Principal Balance of the




<PAGE>

REMIC I Senior Regular Interest to which such REMIC II Regular Interest relates.
None of the REMIC II Regular Interests will be certificated.

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of all of the REMIC II Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC III." The Class R-III Certificates will represent the sole
class of "residual interests" in REMIC III for purposes of the REMIC Provisions
under federal income tax law. Each of the fifteen REMIC III Regular Interests
will be designated as a separate "regular interest" in REMIC III for purposes of
the REMIC Provisions under federal income tax law and will have a REMIC III
Remittance Rate equal to the Weighted Average REMIC II Remittance Rate. The
initial REMIC Principal Balance of each such REMIC III Regular Interest is equal
to the Original Class Principal Balance of the corresponding Class of Regular
Certificates as set forth in the Table below. None of the REMIC III Regular
Interests will be certificated.

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

     The following table sets forth the Class designation, the corresponding
REMIC III Regular Interest (the "Corresponding REMIC III Regular Interest"), the
corresponding Component of the Class IO Certificates (the "Corresponding
Component") and the Original Class Principal Balance for each Class of the
Regular Certificates (other than the Class IO Certificates).

                                            Corresponding
                          Corresponding      Component of
Class                   REMIC III Regular      Class IO        Original Class
Designation               Interest(1)       Certificates(1) Principal Balance
-----------             -----------------  ---------------- -----------------
Class A-1                       L               IO-A-1         $187,400,000
Class A-2                       M               IO-A-2         $686,856,000
Class B                         N                IO-B          $ 55,713,000
Class C                         O                IO-C          $ 42,855,000
Class D                         P                IO-D          $ 17,143,000
Class E                         Q                IO-E          $ 18,571,000
Class F                         R                IO-F          $ 17,142,000


                                       2

<PAGE>

Class G                         S                IO-G          $ 14,285,000
Class H                         T                IO-H          $ 38,570,000
Class J                         U                IO-J          $  8,571,000
Class K                         V                IO-K          $  8,572,000
Class L                         W                IO-L          $ 15,713,000
Class M                         X                IO-M          $  5,714,000
Class N                         Y                IO-N          $  5,714,000
Class O                         Z                IO-O          $ 20,000,332

---------

(1) The REMIC III Regular Interest and the Component 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 III Regular Interest" and the "Corresponding Component",
respectively, with respect to each other.

     One mortgage loan in the original principal amount of $2,500,000 (the
"Crowne Plaza Companion Loan") is not part of the Trust Fund but is secured by
the same Mortgage as a Mortgage Loan that is part of the Trust Fund (the "Crowne
Plaza Mortgage Loan"). As and to the extent provided herein, the Crowne Plaza
Companion Loan will be serviced and administered in accordance with this
Agreement. Amounts attributable to the Crowne Plaza Companion Loan will not be
assets of the Trust Fund, and will be beneficially owned by the Companion
Holder.

     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, REMIC II, REMIC III or REMIC IV.

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

                                    ARTICLE I


                                   DEFINITIONS

     SECTION 1.01. Defined Terms.

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

                                       3

<PAGE>


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

     "Accrued Certificate Interest": With respect to any Class of Regular
Certificates (other than the Class IO Certificates) or the Class Q Certificates
for any Distribution Date, one month's interest at the Pass-Through Rate
applicable to such Class of Certificates for such Distribution Date, accrued for
the related Interest Accrual Period on the related Class Principal Balance
outstanding immediately prior to such Distribution Date; and, with respect to
the Class IO Certificates for any Distribution Date, the sum of the Accrued
Component Interest for the related Interest Accrual Period for all of its
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 or the Class Q 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 Certificates for any Distribution Date, one month's interest at the
Pass-Through 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 of the Class IO
Certificates for any Distribution Date, shall be deemed to accrue during the
calendar month preceding the month in which such Distribution Date occurs.

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

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

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

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

                                       4

<PAGE>

     "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 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), to the
extent such inspection-related expenses are not otherwise offset by 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, as well as (without duplication) any of the expenses of the Trust
Fund that may be withdrawn (x) pursuant to any of clauses (iii)(B), (viii),
(ix), (xii) and (xiii) 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 (iii)(B) and (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; provided further that such fees, costs and expenses incurred with
respect to the Loan Pair shall be Additional Trust Fund Expenses only to the
extent that such fees, costs and expenses cause the amount available to be paid
to the Trust Fund pursuant to Section 1 of the Co-Lender Agreement to be less
than the amount required to be paid to the Trust Fund pursuant to such section
(without regard to netting of Advances (as defined in the Co-Lender Agreement)
pursuant to such section).

     "Additional Yield Amount": With respect to any Distribution Date and each
Class of Sequential Pay Certificates (other than any Excluded Class thereof)
entitled to distributions of principal pursuant to Section 4.01(a) on such
Distribution Date, provided that a Yield Maintenance

                                       5

<PAGE>


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 such Class of Sequential Pay Certificates 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 Class of Sequential Pay 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(i).

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

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

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

     "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 3.18(e), 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

                                       6

<PAGE>


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 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 and reserves 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 subsequent Due Date therefor 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

                                       7

<PAGE>


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

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

     "Available Distribution Amount": With respect to any Distribution Date, the
sum of (I) with respect to all of the Majority Mortgage Loans, an amount equal
to (a) the sum of, without duplication, (i) the aggregate of the amounts on
deposit in the Certificate Account and the Distribution Account as of the close
of business on the related Determination Date and the amounts collected by or on
behalf of the Master Servicer as of the close of business on such Determination
Date and required to be deposited in the Certificate Account, (ii) the aggregate
amount of any P&I Advances made by the Master Servicer or the Trustee for
distribution on the Certificates on such Distribution Date pursuant to Section
4.03, (iii) the aggregate amount transferred from the REO Account (if
established) to the Certificate Account during the month of such Distribution
Date, on or prior to the P&I Advance Date in such month, pursuant to Section
3.16(c), (iv) the aggregate amount deposited by the Master Servicer in the
Distribution 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) and (xvii) of Section 3.05(a) or (B) the Distribution Account
pursuant to clauses (ii) - (vi) of Section 3.05(b), (iii) Prepayment Premiums
and Yield Maintenance Charges, (iv) Additional Interest, (v) with respect to the
Distribution Date occurring in February of each year and in January of each year
that is not a leap year, the Interest Reserve Amounts with respect to the
Interest Reserve Loans to be withdrawn from the Certificate Account and
deposited in the Interest Reserve Account in respect of such Distribution Date
and held for future distribution pursuant to Section 3.04(c) and (vi) any
amounts deposited in the Certificate Account or the Distribution Account in
error, and (II) with respect to the Schneider Mortgage Loan, all amounts
distributed pursuant to Section 4.01(k)(i), (ii) and (iii).

                                       8

<PAGE>

     "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.

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

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

     "Business Hour": Any 60-minute interval between 9:00 a.m. and 5:00 p.m., in
the related time zone, on any Business Day.

     "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 2000-C2, as
executed by the Certificate Registrar and authenticated and delivered hereunder
by the Authenticating Agent.

     "Certificate Account": The segregated account or accounts created and
maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of the
Trustee in trust for

                                       9

<PAGE>


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 2000-C2".

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

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

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

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

     "Certificate Principal Balance": With respect to any Sequential Pay
Certificate or the Class Q Certificates, 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, the
Mortgage Loan Seller, any Mortgage Loan Originator, the Master Servicer, the
Special Servicer, or the Trustee in its respective capacity as such (except with
respect to

                                       10

<PAGE>


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, the Mortgage Loan Seller, any Mortgage Loan
Originator, the Master Servicer, the Special Servicer, or the Trustee, as the
case may be, or any Certificate registered in the name of any of their
respective Affiliates, shall be deemed not to be outstanding, and the Voting
Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any such
consent, approval or waiver that relates to it has been obtained. The
Certificate Registrar shall be entitled to request and rely upon a certificate
of the Depositor, the Master Servicer or the Special Servicer in determining
whether a Certificate is registered in the name of an Affiliate of such Person.
All references herein to "Holders" or "Certificateholders" shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through
the Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to
recognize as a "Holder" or "Certificateholder" only the Person in whose name a
Certificate is registered in the Certificate Register.

     "Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical class designation.

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

     "Class A-1 Certificate": Any one of the Certificates with a "Class A-1"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing (i) a portion of a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the proportionate interest in
the Additional Interest that is described in Section 4.01(b).

     "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 (i) a portion of a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the proportionate interest in
the Additional Interest that is described in Section 4.01(b).

     "Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing (i) a portion of a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the proportionate interest in
the Additional Interest that is described in Section 4.01(b).

     "Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of Exhibit A-6
attached hereto, and evidencing (i) a

                                       11


<PAGE>

portion of a "regular interest" in REMIC IV for purposes of the REMIC Provisions
and (ii) the proportionate interest in the Additional Interest that is described
in Section 4.01(b).

     "Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of Exhibit A-7
attached hereto, and evidencing (i) a portion of a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the proportionate interest in
the Additional Interest that is described in Section 4.01(b).

     "Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of Exhibit A-8
attached hereto, and evidencing (i) a portion of a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the proportionate interest in
the Additional Interest that is described in Section 4.01(b).

     "Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of Exhibit A-9
attached hereto, and evidencing (i) a portion of a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the proportionate interest in
the Additional Interest that is described in Section 4.01(b).

     "Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of Exhibit A-10
attached hereto, and evidencing (i) a portion of a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the proportionate interest in
the Additional Interest that is described in Section 4.01(b).

     "Class H Certificate": Any one of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of Exhibit A-11
attached hereto, and evidencing (i) a portion of a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the proportionate interest in
the Additional Interest that is described in Section 4.01(b).

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

     "Class J Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof, substantially in the form of Exhibit A-12
attached hereto, and evidencing (i) a portion of a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the proportionate interest in
the Additional Interest that is described in Section 4.01(b).

     "Class K Certificate": Any one of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of Exhibit A-13
attached hereto, and evidencing (i) a

                                       12

<PAGE>

portion of a "regular interest" in REMIC IV for purposes of the REMIC Provisions
and (ii) the proportionate interest in the Additional Interest that is described
in Section 4.01(b).

     "Class L Certificate": Any one of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of Exhibit A-14
attached hereto, and evidencing (i) a portion of a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the proportionate interest in
the Additional Interest that is described in Section 4.01(b).

     "Class M Certificate": Any one of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of Exhibit A-15
attached hereto, and evidencing (i) a portion of a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the proportionate interest in
the Additional Interest that is described in Section 4.01(b).

     "Class N Certificate": Any one of the Certificates with a "Class N"
designation on the face thereof, substantially in the form of Exhibit A-16
attached hereto, and evidencing (i) a portion of a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the proportionate interest in
the Additional Interest that is described in Section 4.01(b).

     "Class O Certificate": Any one of the Certificates with a "Class O"
designation on the face thereof, substantially in the form of Exhibit A-17
attached hereto, and evidencing (i) a portion of a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the proportionate interest in
the Additional Interest that is described in Section 4.01(b).

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

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

                                       13

<PAGE>

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

     "Class R-I Certificate": Any one of the Certificates with a "Class R-I"
designation on the face thereof, substantially in the form of Exhibit A-19
attached hereto, and evidencing a portion of the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions.

     "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-20
attached hereto, and evidencing a portion of the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions.

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

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

     "Closing Date": November 29, 2000.

     "CMSA Bond File": The monthly report in the "CMSA Bond File" format
substantially containing the information called for therein, a form of which is
attached hereto as Exhibit Y.

     "CMSA Collateral Summary File": The monthly report in the "CMSA Collateral
Summary File" format substantially containing the information called for
therein, a form of which is attached hereto as Exhibit Z.

     "CMSA Loan Periodic Update File": The monthly report in the "CMSA Loan
Periodic Update File" format substantially containing the information called for
therein for the Mortgage Loans, a form of which is attached hereto as Exhibit W.

     "CMSA Property File": The monthly report in the "CMSA Property File" format
substantially containing the information called for therein for each Mortgaged
Property, a form of which is attached hereto as Exhibit M.

                                       14

<PAGE>

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

     "Co-Lender Agreement": With respect to the Loan Pair, the Co-Lender and
Servicing Agreement, dated as of November 1, 2000, between the Trustee as lead
lender and First Union National Bank as co-lender regarding the administration
of the 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 Crowne Plaza
Companion Loan, the separate account created and maintained by the Companion
Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion
Holder, which shall be entitled "Wells Fargo Bank Minnesota, N.A., as Companion
Paying Agent for the Companion Holder of the Crowne Plaza Companion Loan." The
Companion Distribution Account shall not be an asset of the Trust Fund, but
instead the Companion Distribution Account shall be held by the Companion Paying
Agent on behalf of the Companion Holder. Any such account shall be an Eligible
Account.

     "Companion Holder": With respect to the Crowne Plaza Companion Loan, the
owner thereof; the owner as of the Cut-off Date is First Union National Bank.

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

     "Companion Register": The register maintained and the registrar appointed
pursuant to Section 8.20.

     "Comparative Financial Status Report": A report substantially containing
the content described in Exhibit N 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 Originator.

                                       15

<PAGE>

     "Component": Each of Component IO-A-1, Component IO-A-2, Component IO-B,
Component IO-C, Component IO-D, Component IO-E, Component IO-F, Component IO-G,
Component IO-H, Component IO-J, Component IO-K, Component IO-L, Component IO-M,
Component IO-N and Component IO-O, each evidencing a separate "regular interest"
in REMIC IV for purposes of the REMIC Provisions. Such Components are
collectively evidenced by the Class IO Certificates.

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

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

     "Component IO-B": One of fifteen components of the Class IO Certificates
having a Component Notional Amount equal to the then current REMIC Principal
Balance of REMIC III Regular Interest N as of any date of determination.

     "Component IO-C": One of fifteen components of the Class IO Certificates
having a Component Notional Amount equal to the then current REMIC Principal
Balance of REMIC III Regular Interest O as of any date of determination.

     "Component IO-D": One of fifteen components of the Class IO Certificates
having a Component Notional Amount equal to the then current REMIC Principal
Balance of REMIC III Regular Interest P as of any date of determination.

     "Component IO-E": One of fifteen components of the Class IO Certificates
having a Component Notional Amount equal to the then current REMIC Principal
Balance of REMIC III Regular Interest Q as of any date of determination.

     "Component IO-F": One of fifteen components of the Class IO Certificates
having a Component Notional Amount equal to the then current REMIC Principal
Balance of REMIC III Regular Interest R as of any date of determination.

     "Component IO-G": One of fifteen components of the Class IO Certificates
having a Component Notional Amount equal to the then current REMIC Principal
Balance of REMIC III Regular Interest S as of any date of determination.

                                       16

<PAGE>

     "Component IO-H": One of fifteen components of the Class IO Certificates
having a Component Notional Amount equal to the then current REMIC Principal
Balance of REMIC III Regular Interest T as of any date of determination.

     "Component IO-J": One of fifteen components of the Class IO Certificates
having a Component Notional Amount equal to the then current REMIC Principal
Balance of REMIC III Regular Interest U as of any date of determination.

     "Component IO-K": One of fifteen components of the Class IO Certificates
having a Component Notional Amount equal to the then current REMIC Principal
Balance of REMIC III Regular Interest V as of any date of determination.

     "Component IO-L": One of fifteen components of the Class IO Certificates
having a Component Notional Amount equal to the then current REMIC Principal
Balance of REMIC III Regular Interest W as of any date of determination.

     "Component IO-M": One of fifteen components of the Class IO Certificates
having a Component Notional Amount equal to the then current REMIC Principal
Balance of REMIC III Regular Interest X as of any date of determination.

     "Component IO-N": One of the fifteen components of the Class IO
Certificates having a Component Notional Amount equal to the then current REMIC
Principal Balance of REMIC III Regular Interest Y as of any date of
determination.

     "Component IO-O": One of the fifteen components of the Class IO
Certificates having a Component Notional Amount equal to the then current REMIC
Principal Balance of REMIC III Regular Interest Z as of any date of
determination.

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

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

                                       17

<PAGE>

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

     "Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at (i) with respect to maintenance of the
Certificate Register and the transfer and exchange of Certificates, the office
of the Trustee located at Wells Fargo Center, Sixth and Marquette, Minneapolis,
Minnesota 55479-0113, Attention: Corporate Trust Services (CMBS) - First Union
National Bank Commercial Mortgage Trust, Series 2000-C2, and (ii) for all other
purposes, 11000 Broken Land Parkway, Columbia, Maryland 21044-3562, Attn:
Corporate Trust Services (CMBS) -- First Union National Bank Commercial Mortgage
Trust, Series 2000-C2.

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

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

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

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

     "Crowne Plaza Mortgage Loan": The Mortgage Loan identified on the Mortgage
Loan Schedule as control number 18.

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

     "Cut-off Date": With respect to any Mortgage Loan, the Due Date for such
Mortgage Loan in November, 2000.

     "Cut-off Date Balance": With respect to any Mortgage Loan or the Crowne
Plaza Companion Loan, the outstanding principal balance of such Mortgage Loan or
the Crowne Plaza Companion Loan as of the Cut-off Date, after application of all
unscheduled payments of principal


                                       18

<PAGE>

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 Originator (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 is delinquent thirty days or more in respect of its Balloon Payment,
in either case such delinquency to be determined without giving effect to any
grace period permitted by the related Mortgage or Mortgage Note and without
regard to any acceleration of payments under the related Mortgage and Mortgage
Note, or (ii) as to which the Master Servicer or the Special Servicer has, by
written notice to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced by the related Mortgage Note.

     "Defeasance Collateral": With respect to any Defeasance Loan, the United
States Treasury 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.

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

     "Delinquent Loan Status Report": A report substantially containing the
content described in Exhibit Q 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.

                                       19

<PAGE>

     "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 11th day
of the month in which such Distribution Date occurs, or if such 11th day is not
a Business Day, the Business Day immediately succeeding.

     "Directly Operate": With respect to any REO Property, the furnishing or
rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale or lease,
the performance of any construction work thereon or any use of such REO Property
in a trade or business conducted by REMIC I other than through an Independent
Contractor; provided, however, that the 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

                                       20

<PAGE>

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

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

     "Distributable Schneider Senior Component Interest": For any Distribution
Date, the Accrued Schneider Senior Component Interest for such Distribution
Date, reduced by (i) the amount described in clause (II) of the definition of
Net Aggregate Prepayment Interest Shortfall

                                       21

<PAGE>

for such Distribution Date, and (ii) the amount of any Certificate Deferred
Interest allocated to any Class of Sequential Pay Certificates in accordance
with Section 4.04(e).

     "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 2000-C2".

     "Distribution Date": The 15th day of any month, or if such 15th day is not
a Business Day, the Business Day immediately succeeding, commencing on December
15, 2000; provided, however that the Distribution Date will be no earlier than
the fourth Business Day following the Determination Date in the month in which
such Distribution Date occurs.

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

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

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

     "Eligible Account": Any of (i) an account maintained with a federal or
state chartered depository institution or trust company, and with respect to
deposits held for 30 days or more in such account the (a) long-term deposit or
unsecured debt obligations of which are rated at least (A) "AA" by Standard &
Poor's, or "A", provided that the short-term obligations of which are rated at
least "A-1" and (B) "AA-" by Fitch (if then rated by Fitch) (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 "A-1" by
Standard & Poor's and "F-1+" by Fitch (if then rated by Fitch) (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

                                       22

<PAGE>

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.

     "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).

     "Excess Liquidation Proceeds": With respect to any Mortgage Loan (excluding
the Crowne Plaza Mortgage Loan) or the Loan Pair, the excess of (i) Liquidation
Proceeds of such Mortgage Loan or the Loan Pair or related REO Property net of
any related Liquidation Expenses, over (ii) the amount that would have been
received if a Principal Prepayment in full had been made with respect to such
Mortgage Loan or the Loan Pair on the Due Date immediately following the date on
which such proceeds were received.

     "Excess Liquidation Proceeds and PPIE Reserve Account": The segregated
account created and maintained by the Trustee pursuant to Section 3.04(e) in
trust for the Certificateholders, 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 2000-C2 -- Excess Liquidation Proceeds and PPIE Reserve
Account." Any such account shall be an Eligible Account.

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

                                       23

<PAGE>

     "Excluded Class": Any Class of Sequential Pay Certificates other than the
Class A-1 Certificates, Class A-2 Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates
and Class G Certificates.

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

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

     "Final Recovery Determination": A determination by the Special Servicer
with respect to any Defaulted Mortgage Loan (and, if applicable, the Crowne
Plaza 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
Originators, pursuant to the Mortgage Loan Purchase Agreement or the Merrill
Mortgage Loan Purchase Agreement, as applicable, by the Majority Subordinate
Certificateholder pursuant to Section 3.18(b), by the Master Servicer or the
Special Servicer pursuant to Section 3.18(c), by the Class Q Certificateholder
pursuant to Section 3.18(i), by the Companion Holder pursuant to Section 3.18(j)
or by the Depositor, 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 Securities": First Union Securities, Inc. or its successor in
interest.

     "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 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.

     "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": Any Additional Interest with respect to the ARD
Loans after their respective Anticipated Repayment Dates and amounts held from
time to time in the Distribution Account that represent Additional Interest.

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

                                       24

<PAGE>

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

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

     "Historical Liquidation Report": A report substantially containing the
information described in Exhibit S 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 R 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 Schneider
Representative, the Trustee and any and all Affiliates thereof, (ii) does not
have any direct financial interest in or any material indirect financial
interest in any of the Depositor, the Master Servicer, the Special Servicer, the
Controlling Class Representative, the Schneider Representative, the Trustee or
any Affiliate thereof, and (iii) is not connected with the Depositor, the Master
Servicer, the Controlling Class Representative, the Schneider Representative,
the Special Servicer, the Trustee or any Affiliate

                                       25

<PAGE>

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 Schneider Representative, the Special
Servicer, the Trustee or any Affiliate thereof merely because such Person is the
beneficial owner of 1% or less of any class of securities issued by the
Depositor, the Master Servicer, the Special Servicer, the Controlling Class
Representative, the Schneider Representative, the Trustee or any Affiliate
thereof, as the case may be.

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

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

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

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

                                       26

<PAGE>

     "Interest Accrual Period": With respect to each Distribution Date, the
calendar month prior to such Distribution Date.

     "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
2000_C2".

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

     "Interest Reserve Loan": Each Mortgage Loan, except for the Mortgage Loan
identified on the Mortgage Loan Schedule as control number 39 which Mortgage
Loan provides for interest-only payments to be made in equal monthly
installments.

     "Interested Person": The Depositor, the Mortgage Loan Seller, the Mortgage
Loan Originators, 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 V attached hereto, setting forth those Mortgage
Loans which, as of the last day of the calendar month immediately preceding the
preparation of such report, were delinquent.

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

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

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

                                       27

<PAGE>

     "Late Collections": With respect to any Mortgage Loan or the Crowne Plaza
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 the Crowne Plaza
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.

     "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 Originator pursuant to the Mortgage Loan
Purchase Agreement or the Merrill Mortgage Loan Purchase Agreement, as
applicable; (iv) such Mortgage Loan is purchased by the Class Q
Certificateholder pursuant to Section 3.18(i); (v) such Mortgage Loan is
purchased by the Companion Holder pursuant to Section 3.18(j); or (vi) such
Mortgage Loan is purchased by the Majority Subordinate Certificateholder
pursuant to Section 3.18(b), by the Master Servicer or the Special Servicer
pursuant to Section 3.18(c) or by the Depositor, 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; (ii) such REO Property is purchased by the Depositor, 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 pursuant to Section 3.18(j).

     "Liquidation Expenses": All customary, reasonable and necessary "out of
pocket" costs and expenses incurred by the Special Servicer in connection with
the liquidation of any Specially Serviced Mortgage Loan or REO Property
(including, without limitation, legal fees and expenses, committee or referee
fees and, if applicable, brokerage commissions and conveyance taxes).

     "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

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<PAGE>

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 pursuant to Section 3.18(b) or by the Master Servicer or the
Special Servicer pursuant to Section 3.18(c) or any other sale thereof pursuant
to Section 3.18(d); (v) the repurchase of a Mortgage Loan by a Mortgage Loan
Originator, pursuant to the Mortgage Loan Purchase Agreement or the Merrill
Mortgage Loan Purchase Agreement, as applicable; (vi) the purchase of a Mortgage
Loan or REO Property by the Depositor, the Master Servicer, the Special
Servicer, or the Majority Subordinate Certificateholder pursuant to Section
9.01; (vii) the purchase of the Schneider Mortgage Loan pursuant to Section
3.18(i); or (viii) the purchase of the Crowne Plaza Mortgage Loan or REO
Property by the Companion Holder pursuant to Section 3.18(j).

     "Loan Pair": Collectively, the Crowne Plaza Companion Loan and the Crowne
Plaza 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 Mortgage Loans": All of the Mortgage Loans other than the
Schneider Mortgage Loan.

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

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<PAGE>

     "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, Crowne Plaza
Companion 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 that corresponds to such Mortgage Loan.

     "Merrill Lynch Originators": Each of MLMCI and MLMLI.

     "Merrill Mortgage Loans": Each of the Mortgage Loans transferred and
assigned to the Mortgage Loan Seller pursuant to the Merrill Mortgage Loan
Purchase Agreement and thereafter transferred and assigned to the Depositor
pursuant to the Mortgage Loan Purchase Agreement and thereafter transferred and
assigned to the Trust Fund pursuant to Section 2.01.

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

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

     "Merrill Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of November 10, 2000, between the Mortgage Loan
Seller, MLMCI and MLMLI and relating to the transfer of the Merrill Mortgage
Loans to the Mortgage Loan Seller.

     "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:

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<PAGE>

          (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 2000-C2 or in blank;

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

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

          (iv) an original executed assignment, in recordable form, of (a) the
               Mortgage, (b) any related Assignment of Leases (if such item is a
               document separate from the Mortgage) and (c) any other recorded
               document relating to the Mortgage Loan otherwise included in the
               Mortgage File, in favor of Wells Fargo Bank Minnesota, N.A., as
               trustee for the registered holders of First Union National Bank
               Commercial Mortgage Trust, Commercial Mortgage Pass-Through
               Certificates, Series 2000-C2, or in blank;

          (v)  an original assignment of all unrecorded documents relating to
               the Mortgage Loan, in favor of Wells Fargo Bank Minnesota, N.A.,
               as trustee for the registered holders of First Union National
               Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
               Certificates, Series 2000-C2, or in blank;

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

         (vii) the original or a copy of the policy or certificate of lender's
               title insurance or, if such policy has not been issued or
               located, an original or copy of an irrevocable, binding
               commitment (which may be a marked version of the

                                       31

<PAGE>


               policy that has been executed by an authorized representative of
               the title company) to issue such title insurance policy; and

        (viii) any filed copies (bearing evidence of filing) or other evidence
               of filing satisfactory to the Trustee of any prior UCC Financing
               Statements in favor of the originator of such Mortgage Loan or in
               favor of any assignee prior to the Trustee (but only to the
               extent the Mortgage Loan Seller had possession of such UCC
               Financing Statements prior to the Closing Date) and, if there is
               an effective UCC Financing Statement and continuation statements
               in favor of the Mortgage Loan Seller on record with the
               applicable public office for UCC Financing Statements, an
               original UCC-2 or UCC-3 assignment, as appropriate, in form
               suitable for filing, as appropriate, in favor of Wells Fargo Bank
               Minnesota, N.A., as trustee for the registered holders of First
               Union National Bank Commercial Mortgage Trust, Commercial
               Mortgage Pass-Through Certificates, Series 2000-C2, or in blank;

          (ix) an original or copy of any Ground Lease or guaranty;

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

          (xi) with respect to the Crowne Plaza Companion Loan, all of the above
               documents with respect to the Crowne Plaza Companion Loan and the
               Co-Lender Agreement; provided that a copy of the Mortgage Note
               relating to the Crowne Plaza 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 and other security documents
contained in the related Mortgage File. As used herein, the term "Mortgage Loan"
does not include the Crowne Plaza Companion Loan.

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<PAGE>

     "Mortgage Loan Originators": Each of the Merrill Lynch Originators and
First Union National Bank in its capacity as a loan originator. Each of the
Mortgage Loan Originators are sometimes referred to herein as a Mortgage Loan
Originator.

     "Mortgage Loan Purchase Agreement": That certain mortgage loan purchase
agreement, dated as of November 1, 2000, between the Depositor and the Mortgage
Loan Seller and relating to the transfer of the Mortgage Loans to the Depositor.

     "Mortgage Loan Schedule": The list of Mortgage Loans transferred on the
Closing Date to the Trustee as part of REMIC I and REMIC II, 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;

         (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;

        (xiii) the related Mortgage Loan Originator;

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<PAGE>

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

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

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

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

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

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

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

     "Mortgage Note": The original executed note evidencing the indebtedness of
a Mortgagor under a Mortgage Loan or the Crowne Plaza 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
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<PAGE>

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, and (B) preceding
the Due Date in March, will be the per annum rate stated in the related Mortgage
Note.

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

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

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

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

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

                                       35

<PAGE>

     "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 or REMIC II, including any lease renewed,
modified or extended on behalf of REMIC I or REMIC II if REMIC I or REMIC II 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 T attached hereto,
presenting the computations made in accordance with the methodology described in
Exhibit T 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.

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

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

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

                                       36

<PAGE>

     "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class IO, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class Q, Class R-I, Class R-II, Class R-III or Class R-IV
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 U attached hereto and
conforming to the most recent CMSA standard.

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

     "Original Class Principal Balance": With respect to any Class of Regular
Certificates (other than the Class IO Certificates), the initial Class Principal
Balance thereof as of the Closing Date, in each case as specified in the
Preliminary Statement. With respect to the Class Q Certificates, the initial
Class Principal Balance thereof as of the Closing Date, which is $5,000,000.

     "Original Notional Amount": $1,142,819,332.

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

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

     "Pass-Through Rate": With respect to:

          (i)  the Class A-1 Certificates for any Distribution Date, 6.940% per
               annum;

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<PAGE>

          (ii) the Class A-2 Certificates for any Distribution Date, 7.202% per
               annum;

         (iii) the Class B Certificates for any Distribution Date, 7.281% per
               annum;

          (iv) the Class C Certificates for any Distribution Date, 7.428% per
               annum;

          (v)  the Class D Certificates for any Distribution Date, 7.526% per
               annum;

          (vi) the Class E Certificates for any Distribution Date, the REMIC III
               Remittance Rate for such Distribution Date minus 0.590%;

         (vii) the Class F Certificates for any Distribution Date, the REMIC
               III Remittance Rate for such Distribution Date minus 0.520%;

        (viii) the Class G Certificates for any Distribution Date, the REMIC
               III Remittance Rate for such Distribution Date minus 0.100%;

          (ix) the Class H Certificates for any Distribution Date, 6.750% per
               annum;

          (x)  the Class J Certificates for any Distribution Date, 6.750% per
               annum;

          (xi) the Class K Certificates for any Distribution Date, 6.750% per
               annum;

         (xii) the Class L Certificates for any Distribution Date, 6.750% per
               annum;

        (xiii) the Class M Certificates for any Distribution Date, 6.750% per
               annum;

         (xiv) the Class N Certificates for any Distribution Date, 6.750% per
               annum;

          (xv) the Class O Certificates for any Distribution Date, 6.750% per
               annum;

         (xvi) each Component of the Class IO Certificates for any Distribution
               Date, the excess, if any, of the REMIC III Remittance Rate for
               such Distribution Date, over the Pass-Through Rate applicable for
               such Distribution Date to the Class of Sequential Pay
               Certificates as to which it is the Corresponding Component; and

        (xvii) the Class Q Certificates for any Distribution Date, the
               Schneider Mortgage Loan Remittance Rate for such Distribution
               Date.

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<PAGE>

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

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

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

     "Penalty Interest": With respect to any Mortgage Loan or the Crowne Plaza
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
the Crowne Plaza Companion Loan (or successor REO Loan) accrued at the related
Mortgage Rate.

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

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

          (i)  direct obligations of, or obligations fully guaranteed as to
               timely payment of principal and interest by, the United States or
               any agency or instrumentality thereof (having original maturities
               of not more than 365 days), provided such obligations are backed
               by the full faith and credit of

                                       39

<PAGE>

               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. In addition, any such item must not
               have an "r" highlighter affixed to its rating by Standard &
               Poor's. 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;

          (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 Standard & Poor's 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, any such item must not have an "r" highlighter affixed
               to its rating by Standard & Poor's, 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 Standard & Poor's 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, any such item
               must not have an "r" highlighter affixed to its rating by
               Standard & Poor's, 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

                                       40

<PAGE>

               to any withholding imposed by any non-United States jurisdiction)
               which is rated in the highest rating category of each of Standard
               & Poor's 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, any such item must not
               have an "r" highlighter affixed to its rating by Standard &
               Poor's, and its terms must have a predetermined fixed dollar
               amount of principal due at maturity that cannot vary or change.
               Interest may either by fixed or variable. If such interest is
               variable, interest must be tied to a single interest rate index
               plus a single fixed spread (if any), and move proportionately
               with that index;

          (v)  units of money market funds rated AAAm or AAAm-G by Standard &
               Poor's and in the highest rating category of 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) and which seeks to
               maintain a constant net asset value. In addition, any such item
               must not have an "r" highlighter affixed to its rating by
               Standard & Poor's, and its terms must have a predetermined fixed
               dollar amount of principal due at maturity that cannot vary or
               change; and

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

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

     "Permitted Transferee": Any Transferee of a Residual Certificate other than
a Disqualified Organization or 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.

                                       41

<PAGE>

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

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

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

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

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

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

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<PAGE>

     "Principal Distribution Amount": With respect to any Distribution Date, the
aggregate of the following (excluding any part allocable to the Schneider
Subordinate Component):

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

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

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

          (d) the aggregate of the principal portion of all Liquidation Proceeds
     (exclusive of any Excess 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 (exclusive of any Excess 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

                                       43

<PAGE>

     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 the Crowne Plaza 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,
the Mortgage Loan Seller, either 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 X-1 or Exhibit X-2, as applicable.

     "Proposed Successor": As defined in Section 6.04.

     "Prospectus": The prospectus dated November 16, 2000, as supplemented by
the Prospectus Supplement, relating to the Registered Certificates.

     "Prospectus Supplement": The final prospectus supplement dated November 16,
2000 of the Depositor relating to the registration of the Registered
Certificates under the Securities Act.

                                       44

<PAGE>

     "Purchase Price": With respect to any Mortgage Loan to be purchased by a
Mortgage Loan Originator pursuant to the Mortgage Loan Purchase Agreement or the
Merrill Mortgage Loan Purchase Agreement, as applicable, by the Majority
Subordinate Certificateholder pursuant to Section 3.18(b), by the Master
Servicer or the Special Servicer pursuant to Section 3.18(c), by the Class Q
Certificateholder pursuant to Section 3.18(i), by the Companion Holder pursuant
to Section 3.18(j) or by the Depositor, the Special Servicer, the Majority
Subordinate Certificateholder or the Master Servicer pursuant to Section 9.01 or
to be otherwise sold pursuant to Section 3.18(d), a cash price equal to the
outstanding principal balance of such Mortgage Loan as of the date of purchase,
together with (a) all accrued and unpaid interest on such Mortgage 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 interest thereon, (c) any reasonable costs and expenses incurred by the
Master Servicer, the Special Servicer or the Trust Fund in connection with any
such purchase by a Mortgage Loan Originator (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 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 Standard & Poor's
and Fitch (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 Standard & Poor's)) but in no event
lower than "A" by Standard & Poor's and Fitch (or if not rated by Fitch then at
least "A" by two other nationally recognized statistical rating organizations
(which may include Standard & Poor's)) 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

                                       45

<PAGE>

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 Mortgage Loan
Purchase Agreement or the Merrill 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 Originator's expense) to be a "qualified replacement mortgage"
within the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity
date after the date two years prior to the Rated Final Distribution Date; (xii)
not be substituted for a deleted Mortgage Loan unless the Trustee has received
prior confirmation in writing by each Rating Agency that such substitution will
not result in the withdrawal, downgrade, or qualification of the rating assigned
by the Rating Agency to any Class of Certificates then rated by the Rating
Agency (the cost, if any, of obtaining such confirmation to be paid by the
Mortgage Loan Seller); (xiii) have a date of origination that is not more than
12 months prior to the date of substitution; (xiv) have been approved by the
Controlling Class Representative (or, if there is no Controlling Class
Representative then serving, by the Holders of Certificates representing a
majority of the Voting Rights allocated to the Controlling Class), which
approval may not be unreasonably withheld or delayed; and (xv) not be
substituted for a deleted Mortgage Loan if it would result in the termination of
the REMIC status of any of the REMICs established under this Agreement or the
imposition of tax on any of such REMICs other than a tax on income expressly
permitted or contemplated to be received by the terms of this Agreement, as
determined by an Opinion of Counsel (at the applicable Mortgage Loan
Originator'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 Originator 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 October, 2032,
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 Standard & Poor's and Fitch.

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<PAGE>

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

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

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

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

                                       47

<PAGE>

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

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

     "REMIC Principal Balance": The principal amount of the REMIC I Senior
Regular Interest, REMIC I Subordinate Regular Interest, any REMIC II Regular
Interest or any REMIC III Regular Interest outstanding as of any date of
determination. As of the Closing Date, the REMIC Principal Balance of the REMIC
I Senior Regular Interest shall equal the Schneider Senior Balance as of the
Closing Date, the REMIC Principal Balance of the REMIC I Subordinate Regular
Interest shall equal the Schneider Subordinate Balance as of the Closing Date,
the REMIC Principal Balance of each REMIC II Regular Interest shall equal the
Cut-off Date Balance of the related Majority Mortgage Loan or the REMIC
Principal Balance of the related REMIC I Senior Regular Interest, and the REMIC
Principal Balance of each REMIC III Regular Interest shall equal the Original
Class Principal Balance of the corresponding Class of Sequential Pay
Certificates as set forth in the Preliminary Statement hereto. On each
Distribution Date, the REMIC Principal Balance of each REMIC III Regular
Interest shall be permanently reduced by all distributions of principal deemed
to have been made thereon 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). On each
Distribution Date, the REMIC Principal Balance of each REMIC II Regular Interest
shall be permanently reduced by all distributions of principal deemed to have
been made in respect of such REMIC II Regular Interest on such Distribution Date
pursuant to Section 4.01(i), 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(c). On each Distribution Date, the REMIC Principal Balance of the
REMIC I Subordinate Regular Interest shall be permanently reduced by all
distributions of principal made in respect of the Class Q Certificates on such
Distribution Date pursuant to Section 4.01(k)(v), and shall be further
permanently reduced on such Distribution Date by all Realized Losses and
Additional Trust Fund Expenses allocated to the Class Q Certificates on such
Distribution Date pursuant to Section 4.04(a). On each Distribution Date, the
REMIC Principal Balance of the REMIC I Senior Regular Interest shall be
permanently reduced by all distributions of principal deemed to have been made
in respect of the REMIC I Senior Regular Interest on such Distribution Date
pursuant to Section 4.01(j), 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(d).

     "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.

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<PAGE>

     "REMIC I": The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder
with respect to which a separate REMIC election is to be made and, consisting
of: (i) the Schneider Mortgage Loan as from time to time are subject to this
Agreement and all payments under and proceeds of the Schneider Mortgage Loan
received after the Closing Date (excluding (a) all Additional Interest and (b)
any interest (other than Penalty Interest) or principal payable on the Schneider
Mortgage Loan which is attributable to any portion of a Servicing Fee, Workout
Fee or Principal Recovery Fee that is deemed to be in excess of the amount of
such Servicing Fee, Workout Fee or Principal Recovery Fee that constitutes
reasonable servicing compensation within the meaning of the REMIC Provisions),
together with all documents included in the related Mortgage Files and any
Escrow Payments and Reserve Funds; (ii) any REO Property acquired in respect of
the Schneider Mortgage Loan; (iii) such funds or assets representing any
interest (other than Penalty Interest) or principal payable on the Schneider
Mortgage Loan which is attributable to any portion of a Servicing Fee, Workout
Fee or Principal Recovery Fee that is deemed to be in excess of the amount of
such Servicing Fee, Workout Fee or Principal Recovery Fee that constitutes
reasonable servicing compensation within the meaning of the REMIC Provisions) as
from time to time are deposited in the Certificate Account, the Distribution
Account, the Interest Reserve Account and, if established, the REO Account; (iv)
the rights of the Depositor under Sections 2, 3, 9, 10, 11, 12, 13, 14, 15, 16
and 17 of the Merrill Mortgage Loan Purchase Agreement with respect to the
Schneider Mortgage Loan; and (v) the rights of the mortgagee under all Insurance
Policies with respect to the Schneider Mortgage Loan.

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

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

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

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

     "REMIC II": 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
Majority Mortgage Loans as from time to time are subject to this Agreement and
all payments under and proceeds of such Majority Mortgage Loans received after
the Closing Date (excluding (a) all Additional Interest on such

                                       49

<PAGE>

Majority Mortgage Loans, and (b) any interest (other than Penalty Interest) or
principal payable on such Majority Mortgage Loans which is attributable to any
portion of a Servicing Fee, Workout Fee or Principal Recovery Fee that is deemed
to be in excess of the amount of such Servicing Fee, Workout Fee or Principal
Recovery Fee that constitutes reasonable servicing compensation within the
meaning of the REMIC Provisions), together with all documents included in the
related Mortgage Files and any related Escrow Payments and Reserve Funds; (ii)
any REO Property acquired in respect of such a Majority Mortgage Loan; (iii)
such funds or assets (other than Additional Interest) representing any interest
(other than Penalty Interest) or principal payable on such Majority Mortgage
Loans which is attributable to any portion of a Servicing Fee, Workout Fee or
Principal Recovery Fee that is deemed to be in excess of the amount of such
Servicing Fee, Workout Fee or Principal Recovery Fee that constitutes reasonable
servicing compensation within the meaning of the REMIC Provisions) as from time
to time are deposited in the Certificate Account, the Distribution Account, the
Interest Reserve Account and, if established, the REO Account;(iv) the rights of
the Depositor under Sections 2, 3, 9, 10, 11, 12, 13, 14, 15, 16 and 17 of each
of the Mortgage Loan Purchase Agreement and the Merrill Mortgage Loan Purchase
Agreement with respect to such Majority Mortgage Loans and (v) the rights of the
mortgagee under all Insurance Policies with respect to such Majority Mortgage
Loans; and (vi) the REMIC I Senior Regular Interest.

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

     "REMIC II Remittance Rate": With respect to any REMIC II Regular Interest
for any Distribution Date: (1) if such REMIC II Regular Interest relates to the
REMIC I Senior Regular Interest, the REMIC I Remittance Rate for the REMIC I
Senior Regular Interest, or (2) if such REMIC II Regular Interest relates to a
Majority Mortgage Loan, either: (A) if, in accordance with its terms in effect
on the Closing Date, the related Majority Mortgage Loan accrues interest on a
30/360 Basis, the Net Mortgage Rate in effect for the related Majority Mortgage
Loan as of the Closing Date; or (B) if, in accordance with its terms in effect
on the Closing Date, the related Majority Mortgage Loan accrues interest on an
Actual/360 Basis (or any other interest accrual basis besides a 30/360 Basis), a
rate per annum equal to (a) a fraction (expressed as a percentage and rounded to
the sixth decimal place), the numerator of which is the product of 12 times the
aggregate amount of interest that would accrue during the calendar month
preceding the month in which such Distribution Date occurs on the REMIC
Principal Balance of such REMIC II Regular Interest outstanding immediately
prior to such Distribution Date if such interest were calculated (a) at the
Mortgage Rate in effect for the related Majority Mortgage Loan as of the Closing
Date and (b) on an Actual/360 Basis (or on such other basis, besides a 30/360
Basis, that was applicable to the accrual of interest on the related Majority
Mortgage Loan as of the Closing Date), and the denominator of which is the REMIC
Principal Balance of such REMIC II Regular Interest immediately prior to such
Distribution Date, minus (b) the sum of (i) the Master Servicing Fee Rate for
the related Majority Mortgage Loan; and (ii) the Trustee Fee Rate;

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<PAGE>

provided that, in the case of an Interest Reserve Loan, the amount of the
numerator for the fraction described in clause (2)(B)(a) above shall (x) for the
Distribution Date that occurs during February of each year or during January of
each year that is not a leap year, be reduced by the related Interest Reserve
Amount that is to be transferred from the Certificate Account to the Interest
Reserve Account on such Distribution Date and (y) for the Distribution Date that
occurs during March of each year, be equal to thirty days' interest at the
related Mortgage Rate in effect as of the Closing Date; provided further that,
if the Mortgage Rate of the related Majority Mortgage Loan has been modified in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment granted or agreed to by the
Special Servicer pursuant to Section 3.20, the REMIC II Remittance Rate for such
Majority Mortgage Loan shall be calculated without regard to such event.

     "REMIC III": The segregated pool of assets consisting of all of the REMIC
II Regular Interests conveyed in trust to the Trustee for the benefit of REMIC
IV, as holder of the REMIC III Regular Interests, and the Holders of the Class
R-III Certificates pursuant to Section 2.06, with respect to which a separate
REMIC election is to be made.

     "REMIC III Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC III issued hereunder and designated as a
"regular interest" in REMIC III. Each REMIC III Regular Interest shall accrue
interest at the REMIC III Remittance Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial REMIC Principal Balance as
described in the Preliminary Statement hereto. The designations for the
respective REMIC III Regular Interests are set forth in the Preliminary
Statement hereto.

     "REMIC III Remittance Rate": With respect to each REMIC III Regular
Interest for any Distribution Date, the Weighted Average REMIC II Remittance
Rate for such Distribution Date.

     "REMIC IV": The segregated pool of assets consisting of all of the REMIC
III Regular Interests conveyed in trust to the Trustee pursuant to Section 2.08
for the benefit of the Holders of the REMIC IV Certificates pursuant to Section
2.08, with respect to which a separate REMIC election is to be made.

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

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

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<PAGE>

     "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 "First Union National Bank,
as Special Servicer, in trust for registered holders of First Union National
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2000-C2".

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

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

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

     "REO Loan": The mortgage loan deemed for purposes hereof to be outstanding
with respect to each REO Property. Each REO Loan shall be deemed to be
outstanding for so long as the related REO Property remains part of REMIC I or
REMIC II 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 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) 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

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<PAGE>

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 Mortgaged Property securing the 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 containing the information
described in Exhibit O attached hereto, 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 definition of Required Appraisal Mortgage Loan occurs.

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     "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. Any
Required Appraisal Mortgage Loan shall cease to be such at such time as it has
become a Corrected 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 and/or capital
improvements to the related Mortgaged Property.

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

     "Responsible Officer": When used with respect to (i) the initial Trustee
any officer or assistant officer in the Corporate Trust Services Group of the
initial Trustee and (ii) any successor Trustee, any officer or assistant officer
in the Corporate Trust Department of the Trustee, or any other officer or
assistant officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers to whom a particular
matter is referred by the Trustee because of such officer's knowledge of and
familiarity with the particular subject.

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


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     "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.

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

     "Schneider Mortgage Loan": The Mortgage Loan identified on the Mortgage
Loan Schedule as control number 4.

     "Schneider Mortgage Loan Remittance Rate": With respect to the Schneider
Mortgage Loan for any Distribution Date, a rate per annum equal to (a) a
fraction (expressed as a percentage and rounded to the sixth decimal place), the
numerator of which is the product of 12 times the aggregate amount of interest
that would accrue during the calendar month preceding the month in which such
Distribution Date occurs on the Stated Principal Balance of the Schneider
Mortgage Loan outstanding immediately prior to such Distribution Date if such
interest were calculated (A) at the Mortgage Rate in effect for the Schneider
Mortgage Loan as of the Closing

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<PAGE>

Date and (B) on an Actual/360 Basis (or on such other basis, besides a 30/360
Basis, that was applicable to the accrual of interest on the Schneider Mortgage
Loan as of the Closing Date), and the denominator of which is the Stated
Principal Balance of the Schneider Mortgage Loan immediately prior to such
Distribution Date, minus (b) the sum of (i) the Master Servicing Fee Rate for
the Schneider Mortgage Loan; and (ii) the Trustee Fee Rate; provided that, if
the Mortgage Rate of the Schneider Mortgage Loan has been modified in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment granted or agreed to by the Special Servicer
pursuant to Section 3.20, the Schneider Mortgage Loan Remittance Rate for the
Schneider Mortgage Loan shall be calculated without regard to such event.

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

     "Schneider Senior Balance": The principal balance of the Schneider Senior
Component outstanding from time to time which, as of the Closing Date is equal
to $33,930,352. On each Distribution Date, the Schneider Senior Balance shall be
reduced by the amount of any distributions of principal allocated to the
Schneider Senior Component on such Distribution Date pursuant to Section 4.01(k)
or 9.01, as applicable, and shall be further reduced by the amount of any
Realized Losses and Additional Trust Fund Expenses incurred with respect to the
Schneider Mortgage Loan allocated to any Class of Sequential Pay Certificates on
such Distribution Date pursuant to Section 4.04(a). The Schneider Senior Balance
will be increased on any Distribution Date by the amount of any Certificate
Deferred Interest attributable to the Schneider Mortgage Loan allocated to any
Class of Sequential Pay Certificates on such Distribution Date. Distributions in
respect of a reimbursement of Realized Losses and Additional Trust Fund Expenses
previously allocated to any Class of Sequential Pay Certificates shall not
constitute distributions of principal and shall not result in reduction of the
Schneider Senior Balance.

     "Schneider Senior Component": An undivided senior ownership interest in the
Schneider Mortgage Loan represented by the REMIC I Senior Regular Interest.

     "Schneider Subordinate Balance": The principal balance of the Schneider
Subordinate Component outstanding from time to time which, on any date, shall
equal the Class Principal Balance of the Class Q Certificates on such date.

     "Schneider Subordinate Component": An undivided subordinate ownership
interest in the Schneider Mortgage Loan represented by the Class Q Certificates.

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

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

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     "Sequential Pay Certificates": Any of the Regular Certificates other than
the Class IO Certificates.

     "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 the Crowne Plaza 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(d) 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), (g) compliance with the obligations of the Master
Servicer or the Trustee set forth in Section 2.03(a) or (b), (h) compliance with
Section 3.09(c) and (i) 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(e) or 4.03(c). 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.

     "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 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 and the Crowne Plaza Companion Loan, (a) the principal balance of
such Mortgage Loan or Crowne Plaza Companion Loan, as applicable, as of the end
of the immediately preceding Collection Period and (b) the difference between
the Master Servicing Fee Rate for such Mortgage Loan or Crowne Plaza Companion
Loan, as applicable over the servicing fee rate (if any)

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<PAGE>

applicable to such Mortgage Loan as specified in any Sub-Servicing Agreement
related to such Mortgage Loan.

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

     "Servicing File": Any documents (other than documents required to be part
of the related Mortgage File) relating to the origination and servicing of any
Mortgage Loan, including appraisals, surveys, engineering reports and
environmental reports.

     "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 Standard": With respect to the Master Servicer or the Special
Servicer, the servicing and administration of the Mortgage Loans and the Crowne
Plaza Companion Loan 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 (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,
the Mortgage Loan Seller, any Mortgage Loan Originator or any other party to the
transaction; (ii) the ownership of any Certificate by the Master Servicer or the
Special Servicer, as the case may be, or by any Affiliate thereof; (iii) the
right of the Master Servicer or the Special Servicer, as the case may be, to
receive compensation or other fees for its services rendered pursuant to this
Agreement; (iv) the obligations of the Master Servicer to make Advances; (v) the
ownership, servicing or management for others of any other mortgage loans or
mortgaged property; and (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 Originator.

     "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".

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

     "Special Servicer": First Union National Bank, 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 the Crowne Plaza
Companion Loan as to which any of the following events have occurred:

          (a)  the related Mortgagor shall have failed to make any Periodic
               Payment, and such failure has continued unremedied for 60 days
               (or, in the case of a Balloon Payment, if the Master Servicer
               receives written evidence from an institutional lender of such
               lender's binding commitment to refinance such Mortgage Loan and
               the related Mortgagor continues to make Periodic Payments of
               principal and interest in an amount at least equal to the
               Periodic Payment due on the Due Date immediately preceding the
               scheduled maturity date, such longer period (not to exceed 120
               days) within which such refinancing is expected to occur); 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 is likely
               to occur within 30 days and is likely to remain unremedied for at
               least 60 days (or, in the case of a Balloon Payment, if the
               Master Servicer has received written evidence from an
               institutional lender of such lender's binding commitment to
               refinance such Mortgage Loan and if the Master Servicer
               reasonably expects the related Mortgagor to continue to make
               Periodic Payments of principal and interest in an amount at least
               equal to the Periodic Payment due on the Due Date immediately
               preceding the scheduled maturity date, such longer period (not to
               exceed 120 days) within which such refinancing is expected to
               occur); 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

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<PAGE>

               reasonable judgment, materially impairs the value of the
               Mortgaged Property as security for the Mortgage Loan or otherwise
               materially adversely affects the interests of Certificateholders
               and that continues unremedied for the applicable grace period
               under the terms of the Mortgage Loan (or, if no grace period is
               specified, for 60 days); 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 and such decree or order shall have
               remained in force undischarged or unstayed for a period of 60
               days; 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 the Crowne Plaza Companion Loan shall be deemed to be a
Specially Serviced Mortgage Loan if the Crowne Plaza Mortgage Loan becomes a
Specially Serviced Mortgage Loan and the Crowne Plaza Mortgage Loan shall be
deemed to be a Specially Serviced Mortgage Loan if the Crowne Plaza Companion
Loan becomes a Specially Serviced Mortgage Loan; provided, further, however,
that a Mortgage Loan will cease to be a Specially Serviced Mortgage Loan:

          (w)  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

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<PAGE>

               changed or modified in connection with a bankruptcy or similar
               proceeding involving the related Mortgagor or by reason of a
               modification, waiver or amendment granted or agreed to by the
               Special Servicer pursuant to Section 3.20);

          (x)  with respect to the circumstances described in clauses (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;

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

          (z)  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 the Crowne
Plaza Mortgage Loan, the Crowne Plaza Companion Loan, or, with respect to the
Crowne Plaza Companion Loan, the Crowne Plaza Mortgage Loan) to continue to be
characterized as a Specially Serviced Mortgage Loan and provided no additional
default is foreseeable in the reasonable judgment of the Special Servicer.

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

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

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

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     "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 (and any
successor REO Loan), 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), (a) as permanently reduced on each
Distribution Date (to not less than zero) by (i) all payments (or advances in
lieu thereof) and other collections of principal of such Mortgage Loan (or
successor REO Loan) that are distributed (or, to the extent they had not been
applied to cover Additional Trust Fund Expenses, would have been distributed) to
Certificateholders on such Distribution Date, and (ii) the principal portion of
any Realized Loss incurred in respect of such Mortgage Loan (or successor or REO
Loan) during the related Collection Period and (b) increased on each
Distribution Date by any Mortgage Deferred Interest added to the principal
balance of such Mortgage Loan on such Distribution Date. Notwithstanding the
foregoing, if a Liquidation Event occurs in respect of any Mortgage Loan or REO
Property, then the "Stated Principal Balance" of such Mortgage Loan or of the
related REO Loan, as the case may be, shall be zero commencing as of the
Distribution Date in the Collection Period next following the Collection Period
in which such Liquidation Event occurred. With respect to the Crowne Plaza
Companion Loan on any date of determination, the unpaid principal balance
thereof as of such date.

     "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
Q, Class R-I, Class R-II, Class R-III or Class R-IV 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

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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.

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

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

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

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

     "Trust Fund": Collectively, (i) all of the assets of REMIC I, REMIC II,
REMIC III and REMIC IV, (ii) any interest payable on the Mortgage Loans which is
attributable to any portion of a Servicing Fee, Workout Fee or Principal
Recovery Fee that is deemed to be in excess of the amount of such Servicing Fee,
Workout Fee or Principal Recovery Fee that constitutes reasonable servicing
compensation within the meaning of the REMIC Provisions, and (iii) the Grantor
Trust Assets.

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

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     "Trustee Fee": With respect to each Mortgage Loan, the Crowne Plaza
Companion Loan and each 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, Crowne Plaza Companion 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": 0.00255% per annum.

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

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

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

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

     "Uncertificated Distributable Interest": With respect to the REMIC I Senior
Regular Interest for any Distribution Date, the Uncertificated Accrued Interest
in respect of the

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REMIC I Senior Regular Interest for such Distribution Date, reduced (to not less
than zero) by the amount described in clause (II) of the definition of Net
Aggregate Prepayment Interest Shortfall for such Distribution Date. With respect
to any REMIC II Regular Interest for any Distribution Date, the Uncertificated
Accrued Interest in respect of such REMIC II 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 II Regular Interest for
such Distribution Date, and the denominator of which is the aggregate
Uncertificated Accrued Interest in respect of all the REMIC II Regular Interests
for such Distribution Date. With respect to any REMIC III Regular Interest for
any Distribution Date, the Uncertificated Accrued Interest in respect of such
REMIC III 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 III Regular Interest for such Distribution Date, and the
denominator of which is the aggregate Uncertificated Accrued Interest in respect
of all the REMIC III Regular Interests for such Distribution Date.

     "Underwriter": Each of Merrill Lynch, Pierce, Fenner & Smith Incorporated
and First Union Securities 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, or 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 Delinquent Loan Status Report,
Historical Loan Modification Report, Historical Liquidation Report, Interim
Delinquent Loan Status Report and REO Status Report.

     "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. 96% of the Voting Rights shall be allocated
among the Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F,

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Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class O
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. 4% of the Voting Rights shall be allocated to
the Class IO Certificates. The Class Q 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 P attached hereto, identifying each Mortgage Loan that is not a
Specially Serviced Mortgage Loan (i) with a Debt Service Coverage Ratio of less
than 1.05x, other than Mortgage Loans whose 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 sixty days, (iii) that is
delinquent in respect of its real estate taxes, (iv) for which any outstanding
Advances exist, (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, (vii) for which any lease relating to more than
25% of the related Mortgaged Property has expired, been terminated, is in
default or will expire within the next three months, (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 REMIC II Remittance 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 REMIC II
Remittance Rates applicable to the REMIC II Regular Interests for such
Distribution Date, weighted on the basis of the respective REMIC Principal
Balances of such REMIC II Regular Interests outstanding immediately prior to
such Distribution Date.

     "Weighted Average REMIC III Remittance Rate": With respect to any REMIC III
Regular Interest for any Distribution Date, the REMIC III Remittance for such
REMIC III Regular Interest for such 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, 1.00%.

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     "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, (ii) the rights of the Depositor under
Sections 2, 3, 9, 10, 11, 12, 13, 14, 15, 16 and 17 of each of the Mortgage Loan
Purchase Agreement and

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<PAGE>

the Merrill Mortgage Loan Purchase Agreement (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 Originators pursuant to the Mortgage
Loan Purchase Agreement and the Merrill Mortgage Loan Purchase Agreement, as
applicable, to deliver to and deposit with, or cause to be delivered to and
deposited with, the Trustee or a Custodian appointed thereby (with a copy to the
Master Servicer and Special Servicer), on or before the Closing Date, the
Mortgage File for each Mortgage Loan so assigned. The Special Servicer may
request the Master Servicer to deliver a copy of the Servicing File for any
Mortgage Loan (other than a Specially Serviced Mortgage Loan) at the expense of
the Special Servicer. None of the Trustee, any Custodian, the Master Servicer or
the Special Servicer shall be liable for any failure by any Mortgage Loan
Originator, the Mortgage Loan Seller or the Depositor to comply with the
document delivery requirements of the Mortgage Loan Purchase Agreement, the
Merrill Mortgage Loan Purchase Agreement and this Section 2.01(b).

     (c) If any Mortgage Loan Originator 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 Mortgage Loan Purchase Agreement or the Merrill Mortgage
Loan Purchase Agreement, as applicable, and Section 2.01(b) shall be deemed to
have been satisfied as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in
the Mortgage File, provided that a photocopy of such non-delivered document or
instrument (certified by the applicable Mortgage Loan Originator 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 Originator is, in good faith, attempting to obtain from the appropriate
county recorder's office such original or photocopy). If the applicable Mortgage
Loan Originator 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 Mortgage Loan Purchase Agreement or the Merrill
Mortgage Loan

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<PAGE>

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 Originator 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 Originator may
provisionally satisfy the delivery requirements of the related Mortgage Loan
Purchase Agreement or Merrill Mortgage Loan Purchase Agreement, as applicable,
and Section 2.01(b) by delivering with respect to such Mortgage Loan on the
Closing Date an omnibus assignment of such Mortgage Loan; provided that all
required original assignments with respect to such Mortgage Loan in fully
complete and recordable form shall be delivered to the Trustee or its Custodian
within 120 days of the Closing Date (or within such longer period as the Trustee
in its discretion may permit).

     (d) The Trustee shall, for a fee paid to the Trustee by the Depositor on
the Closing Date as to each Mortgage Loan, promptly (and in any event within 90
days following the later of the Closing Date or the delivery of all assignments
and UCC Financing Statements to the Trustee) cause to be submitted for recording
or filing, as the case may be, in the appropriate public office for real
property records or UCC Financing Statements, as appropriate and to the extent
timely delivered to the Trustee in final, recordable form, each assignment of
Mortgage, assignment of Assignment of Leases and any other recordable documents
(to the extent the Trustee has actual knowledge that such documents are to be
recorded) relating to the Mortgage Loan, in favor of the Trustee referred to in
clause (iv) of the definition of "Mortgage File" and each UCC-2 and UCC-3
assignment in favor of the Trustee and so delivered to the Trustee and referred
to in clause (viii) of the definition of "Mortgage File." Each such assignment,
UCC-2 and UCC-3 shall reflect that the recorded original should be returned by
the public recording office to the Trustee or its designee following recording,
and each such UCC-2 and UCC-3 assignment shall reflect that the file copy
thereof should be returned to the Trustee or its designee following filing;
provided, that in those instances where the public recording office retains the
original assignment of Mortgage or assignment of Assignment of Leases, the
Trustee shall obtain therefrom a certified copy of the recorded original, at the
expense of the Depositor. If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, the
Trustee shall direct the appropriate Mortgage Loan Originator pursuant to the
Mortgage Loan Purchase Agreement or Merrill Mortgage Loan Purchase Agreement, as
applicable, promptly to 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.

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<PAGE>

     (e) All documents and records in the Servicing File in possession of the
Depositor or the Mortgage Loan Originators 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 Originator) 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 Mortgage
Loan Purchase Agreement and the Merrill Mortgage Loan Purchase Agreement, as in
full force and effect on the Closing Date.

     SECTION 2.02 Acceptance of the Trust Fund by Trustee.

     (a) The Trustee, by its execution and delivery of this Agreement,
acknowledges receipt of the Depositor's assignment to it of the Depositor's
right, title and interest in the assets that constitute the Trust Fund, and
further acknowledges receipt by it or a Custodian on its behalf, subject to the
provisos in the definition of "Mortgage File" and the provisions of Section 2.01
and subject to the further limitations on review provided for in Section 2.02(b)
and the exceptions noted on the schedule of exceptions of (i) the Mortgage File
delivered to it for each Mortgage Loan and (ii) a copy of a fully executed
counterpart of each of the Mortgage Loan Purchase Agreement and the Merrill
Mortgage Loan Purchase Agreement, all in good faith and without notice of any
adverse claim, and declares that it or a Custodian on its behalf holds and will
hold such documents and the other documents received by it that constitute
portions of the Mortgage Files, and that it holds and will hold the Mortgage
Loans 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 the 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 Originator 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 Originator, or
the Majority Subordinate Certificateholder, the Trustee or the Custodian on its

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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 Originator (with copies to
the Majority Subordinate Certificateholder) that, with respect to each Mortgage
Loan (other than with respect to the Crowne Plaza 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
Mortgage Loan Originator constituting the related Mortgage File have been
reviewed by it and appear regular on their face and appear to relate to such
Mortgage Loan, (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 Crowne Plaza Companion Loan, all documents specified in clause
(xi) 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 Originator's Repurchase or Substitution of
                  Mortgage Loans for Document Defects and Breaches of
                  Representations and Warranties.

     (a) If any party hereto discovers or receives notice that any document or
documents constituting a part of a Mortgage File has not been properly executed,
is missing, contains information that does not conform in any material respect
with the corresponding

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<PAGE>

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 Mortgage Loan Purchase Agreement or the Merrill Mortgage Loan
Purchase Agreement (a "Breach"), the party discovering such Document Defect or
Breach shall give written notice (which notice, in respect of any obligation of
the Trustee to provide notice of a Document Defect, shall be deemed given by the
delivery of the certificate as required by Section 2.2(a)) to the other parties
hereto, to the Majority Subordinate Certificateholder and to the Rating Agencies
of such Document Defect or Breach. Promptly upon becoming aware of any Document
Defect or Breach (including through such written notice provided by any party
hereto or the Majority Subordinate Certificateholder as provided above), if any
party hereto determines that such Document Defect or Breach materially and
adversely affects the interests of the Certificateholders or the value of the
affected Mortgage Loan such party shall notify the Master Servicer of such
determination and promptly after receipt of such notice, the Master Servicer
shall request in writing (with a copy to the other parties hereto, the Majority
Subordinate Certificateholder, the Rating Agencies, the Controlling Class
Representative (if different from the Majority Subordinate Certificateholder)
and, with respect to the Schneider Mortgage Loan, the Schneider Representative)
that the applicable Mortgage Loan Originator, 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 discovering 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 Mortgage Loan Purchase Agreement or the Merrill Mortgage Loan Purchase
Agreement, as applicable, (ii) repurchase the affected Mortgage Loan in
accordance with Section 3(c) of the Mortgage Loan Purchase Agreement or the
Merrill Mortgage Loan Purchase Agreement, or (iii) if the affected Mortgage Loan
is a Majority Mortgage Loan, 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 Mortgage Loan Purchase Agreement
or the Merrill Mortgage Loan Purchase Agreement; provided, however, that if such
Document Defect or Breach is capable of being cured but not within such ninety
(90) day period, such Document Defect or Breach does not relate to the Mortgage
Loan not being treated as a "qualified mortgage" within the meaning of the REMIC
Provisions, and the applicable Mortgage Loan Originator 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 Originator 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 Originator
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
Originator is pursuing in connection with the cure thereof and stating that the
applicable Mortgage Loan Originator anticipates such Document Defect or Breach
will be cured within the additional ninety (90) day period; and provided;
further, that no

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Document Defect (other than with respect to a Mortgage Note, Mortgage, title
insurance policy, Ground Lease or any letter of credit) shall be considered to
materially and adversely affect the interests of the Certificateholders or the
value of the related Mortgage Loan unless the document with respect to which the
Document Defect exists is required in connection with an imminent enforcement of
the Mortgagee's rights or remedies under the related Mortgage Loan, defending
any claim asserted by any borrower or third party with respect to the Mortgage
Loan, establishing the validity or priority of any lien or any collateral
securing the Mortgage Loan or for any immediate servicing obligations. For a
period of two years from the Closing Date, so long as there remains any Mortgage
File as to which there is any uncured Document Defect and so long as the
applicable Mortgage Loan Originator shall provide the Officer's Certificate
pursuant to Section 3(c) of the Mortgage Loan Purchase Agreement or the Merrill
Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare
and deliver to the other parties a written report as to the status of such
uncured Document Defects as provided in Section 2.02(a). If the affected
Mortgage Loan is to be repurchased or substituted, the Master Servicer shall
designate the Certificate Account as the account to which funds in the amount of
the Purchase Price or the Substitution Shortfall Amount, as applicable, are to
be wired. Any such repurchase or substitution of a Mortgage Loan shall be on a
whole loan, servicing released basis.

     (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 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 Originator 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 Originator, upon delivery to each of them of a receipt executed by
the applicable Mortgage Loan Originator, 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 Originator any Escrow Payments and Reserve Funds held by it in
respect of such repurchased Mortgage Loan; provided, that such tender by the
Trustee or the Custodian shall be conditioned upon its receipt from the Master
Servicer or the Special Servicer of a Request for Release. Thereafter, the
Trustee, the Custodian, the Master Servicer and the Special Servicer shall have
no further responsibility with regard to the related repurchased Mortgage
Loan(s) or deleted Mortgage Loan(s), as applicable, and the related Mortgage
File(s) and Servicing File(s). The Master Servicer shall, and is hereby
authorized and empowered by the Trustee to, prepare, execute and deliver in its
own name, on behalf of the Certificateholders and the Trustee or any of them,
the endorsements and assignments contemplated

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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.

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

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

     (e) The Trustee with the cooperation of the Special Servicer (in the case
of Specially Serviced Mortgage Loans) shall, for the benefit of the
Certificateholders, enforce the obligations of the Mortgage Loan Originators
under Section 3 of the Mortgage Loan Purchase Agreement and the Merrill Mortgage
Loan Purchase Agreement.

     SECTION 2.04 Representations and Warranties of Depositor.

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

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

          (ii) The execution and delivery of this Agreement by the Depositor,
     and the performance and compliance with the terms of this Agreement by the
     Depositor, will not violate the Depositor's certificate of incorporation or
     bylaws

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     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

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     to, and was the sole owner and holder of, each Mortgage Loan; and (B) the
     Depositor has full right and authority to sell, assign and transfer the
     Mortgage Loans and all servicing rights pertaining thereto.

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

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

     SECTION 2.05 Execution, Authentication and Delivery of Class Q and Class
                  R-I Certificates; Creation of REMIC I Regular Interests.

     The Trustee hereby acknowledges the assignment to it of the assets included
in the Trust Fund. Concurrently with such assignment and in exchange therefor,
(a) the Trustee agrees to hold the Schneider Mortgage Loan included in REMIC I,
and (b) 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 Q Certificates and the Class R-I Certificates in authorized
denominations. The interests evidenced by the Class R-I Certificates, together
with the REMIC I Senior Regular Interest and the Class Q Certificates,
constitute the entire beneficial ownership of REMIC I. The rights of the Class
R-I Certificateholders, and the rights of the Class Q Certificateholders and
REMIC II (as holder of the REMIC I Senior Regular Interest) to receive
distributions from the proceeds of REMIC I in respect of the Class R-I
Certificates and the REMIC I Regular Interests, respectively, and all ownership
interests evidenced or constituted by the Class Q Certificates and Class R-I
Certificates and the REMIC I Regular Interests, shall be as set forth in this
Agreement.

     SECTION 2.06 Conveyance of REMIC I Senior 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 Senior Regular
Interest and all of the Majority Mortgage Loans to the Trustee for the benefit
of the Holders of the Class R-II Certificates and REMIC III as the holder of the
REMIC II Regular Interests. The Trustee acknowledges the assignment to it of the
REMIC I Senior Regular Interest and the Majority Mortgage Loans and declares
that it

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holds and will hold the same in trust for the exclusive use and benefit of all
present and future Holders of the Class R-II Certificates and REMIC III as the
holder of the REMIC II Regular Interests.

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

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

     SECTION 2.08 Conveyance of REMIC II Regular Interests; Acceptance of REMIC
                  III 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 II Regular
Interests to the Trustee for the benefit of the Holders of the Class R-III
Certificates and REMIC IV as the holder of the REMIC III Regular Interests. The
Trustee acknowledges the assignment to it of the REMIC II 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 Class R-III Certificates and
REMIC IV as the holder of the REMIC III Regular Interests.

     SECTION 2.09 Execution, Authentication and Delivery of Class R-III
                  Certificates.

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

     SECTION 2.10 Conveyance of REMIC III Regular Interests; Acceptance of REMIC
                  IV 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 III Regular
Interests to the Trustee for the benefit of the respective Holders of the REMIC
IV Certificates. The Trustee acknowledges the assignment to it of the REMIC III
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 IV
Certificates.

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     SECTION 2.11 Execution, Authentication and Delivery of REMIC IV
                  Certificates.

     Concurrently with the assignment to it of the REMIC III Regular Interests
and in exchange therefor, and pursuant to the written request of the Depositor,
executed by an affiliate of the Depositor, the Trustee, as Certificate
Registrar, has executed, and the Trustee, as the Authenticating Agent, has
authenticated and delivered to or upon the order of the Depositor, the REMIC IV
Certificates in authorized denominations evidencing the entire beneficial
ownership of REMIC IV. The rights of the holders of the respective Classes of
REMIC IV Certificates to receive distributions from the proceeds of REMIC IV in
respect of their REMIC IV Certificates, and all ownership interests evidenced or
constituted by the respective Classes of REMIC IV 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 the Crowne Plaza Companion Loan 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 Crowne
Plaza Companion Loan, the Companion Holder, in accordance with any and all
applicable laws, the terms of this Agreement and the terms of the respective
Mortgage Loans and, if applicable, the Crowne Plaza Companion Loan 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 Crowne Plaza
Companion Loan that are not Specially Serviced Mortgage Loans, and (ii) the
Special Servicer shall service and administer each Specially Serviced Mortgage
Loan and REO Property and shall render such services with respect to all
Mortgage Loans and the Crowne Plaza Companion Loan 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

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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 the
Crowne Plaza Companion Loan it is obligated to service hereunder, is hereby
authorized and empowered by the Trustee and, pursuant to the 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; and (iii) any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments. Subject to Section 3.10, the Trustee shall, at the
written request of the Master Servicer or the Special Servicer, promptly execute
any limited powers of attorney and other documents furnished by the Master
Servicer or the Special Servicer that are necessary or appropriate to enable
them to carry out their servicing and administrative duties hereunder; provided,
however, that the Trustee shall not be held liable for any misuse of any such
power of attorney by the Master Servicer or the Special Servicer.

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

     SECTION 3.02 Collection of Mortgage Loan Payments.

     (a) Each of the Master Servicer or the Special Servicer shall undertake
reasonable efforts consistent with the Servicing Standard to collect all
payments required under the terms and provisions of the Mortgage Loans and the
Crowne Plaza Companion Loan 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

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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, the Special
Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master
Servicer, with regard to a Mortgage Loan or the Crowne Plaza 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 the
Crowne Plaza Companion Loan.

     (b) All amounts collected in respect of any Mortgage Loan or the Crowne
Plaza 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 the Loan Pair, the 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 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

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principal balance; and fourth, with respect to any ARD Loan after its
Anticipated Repayment Date, as a recovery of any unpaid Additional Interest. No
such amounts shall be applied to the items constituting additional servicing
compensation as described in the first sentence of Section 3.11(b) or 3.11(d)
unless and until all principal and interest then due and payable on such
Mortgage Loan has been collected. Amounts collected on any REO Loan shall be
deemed to be applied in accordance with the definition thereof. The provisions
of this paragraph with respect to the application of amounts collected on any
Mortgage Loan shall not alter in any way the right of the Master Servicer, the
Special Servicer or any other Person to receive payments from the Certificate
Account as set forth in clauses (ii) through (xiv) of Section 3.05(a) from
amounts so applied.

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

     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 the Crowne
Plaza Companion Loan, 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 Servicing Advances; (iii)
refund to Mortgagors any sums as may be determined to be overages; (iv) pay
interest, if required and as described below, to Mortgagors on balances in the
Servicing Account; (v) pay itself interest and investment income on balances in
the Servicing Account as described in Section 3.06(b), if and to the extent not
required by law or the terms of Mortgage Loan to be paid to the Mortgagor; (vi)
withdraw amounts deposited in error or (vii) clear and terminate the Servicing
Account at the termination of this Agreement in accordance with Section 9.01. To
the extent permitted by law or the applicable Mortgage Loan, funds in the
Servicing Accounts may be invested only in Permitted Investments in accordance
with the provisions of Section 3.06 and in accordance with the terms of the
related Mortgage Loan documents. The Master Servicer shall pay or cause to be
paid to the Mortgagors interest, if any, earned on the investment of funds in
Servicing Accounts maintained thereby, if required by law or the terms of the
related Mortgage Loan. If the Master Servicer shall deposit in a Servicing
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from such Servicing Account, any provision herein to the
contrary notwithstanding. The Servicing Accounts shall not be considered part of
the segregated pool of assets constituting REMIC I, REMIC II, REMIC III, REMIC
IV or the Grantor Trust.

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     (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 Crowne Plaza Companion Loan or, if such Mortgage
Loan or Crowne Plaza 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 and the Crowne Plaza Companion Loan, 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 the Crowne
Plaza Companion Loan, 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, and provided 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 the Crowne Plaza Companion
Loan, notwithstanding that the terms of such Mortgage Loans or the Crowne Plaza
Companion Loan 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

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Serviced Mortgage Loan, 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 from its own funds) from the date made to but not
including the date of reimbursement such interest to be payable: (i) subject to
the terms of the Co-Lender Agreement with respect to the Loan Pair, out of late
payment charges and Penalty Interest collected on or in respect of all the
Mortgage Loans and the Crowne Plaza Companion Loan and REO Properties during the
same Collection Period in which such Servicing 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 (ii) to the extent that such late payment charges and Penalty
Interest are insufficient, but only after the related Advance has

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been reimbursed pursuant to this Agreement, out of general collections on the
Mortgage Loans, the Crowne Plaza Companion Loan and REO Properties on deposit in
the Certificate Account. The Master Servicer shall reimburse itself or the
Trustee, as appropriate and in accordance with Section 3.05(a), for any
Servicing Advance as soon as practicable after funds available for such purpose
are deposited in the Certificate Account.

     (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 shall be paid by the Master Servicer as a Servicing Advance) of
the related Mortgaged Property or REO Property, as the case may be; which
appraisal shall take into account the factors specified in Section 3.18(e),
including without limitation, any environmental, engineering or other third
party reports available, and other factors that a prudent real estate appraiser
would consider and shall be conducted in accordance with the standards of the
Appraisal Institute performed 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 the Crowne
Plaza Companion Loan, 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

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Reserve Funds 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, REMIC III, REMIC IV 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 and Distribution
                  Account.

     (a) The Master Servicer shall establish and maintain one or more accounts
(collectively, the "Certificate Account"), held on behalf of the Trustee in
trust for the benefit of the Certificateholders. The Certificate Account shall
be an Eligible Account. The Master Servicer shall deposit or cause to be
deposited in the Certificate Account, within one Business Day of receipt of
available funds (in the case of payments by Mortgagors or other collections on
the Mortgage Loans or the Crowne Plaza Companion Loan) 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 the Crown Plaza Companion
Loan due and payable on or before the Cut-off Date, which payments shall be
delivered promptly to the Mortgage Loan Originator 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 and the
     Crowne Plaza Companion Loan, including Principal Prepayments;

          (ii) all payments on account of interest on the Mortgage Loans and the
     Crowne Plaza Companion Loan, including Additional Interest and Penalty
     Interest;

          (iii) all Prepayment Premiums and Yield Maintenance Charges;

          (iv) all Insurance Proceeds and Liquidation Proceeds (other than
     Excess Liquidation Proceeds and Liquidation Proceeds described in clause
     (vi) of the definition thereof that are required to be deposited in the
     Distribution Account

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     pursuant to Section 9.01) received in respect of any Mortgage Loan and the
     Crowne Plaza 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); and

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

     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 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 the Crowne Plaza 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

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such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to
the Master Servicer for deposit into the Certificate Account pursuant to Section
3.16(c). With respect to any such amounts paid by check to the order of the
Special Servicer, the Special Servicer shall endorse such check to the order of
the Master Servicer and shall deliver promptly, but in no event later than three
Business Days after receipt, any such check to the Master Servicer by overnight
courier, unless the Special Servicer determines, consistent with the Servicing
Standard, that a particular item cannot be so endorsed and delivered because of
a restrictive endorsement or other appropriate reason.

     (b) The Paying Agent shall establish and maintain one or more trust
accounts (collectively, the "Distribution Account") at the Corporate Trust
Office to be held in trust for the benefit of the Certificateholders. The
Companion Paying Agent shall establish and maintain a trust account for
distributions to the Crowne Plaza Companion Loan (the "Companion Distribution
Account") at the Corporate Trust Office to be held in trust for the benefit of
the Companion Holder. The Distribution Account and Companion Distribution
Account shall be Eligible Accounts. The Master Servicer shall deliver to the
Paying Agent each month on or before the P&I Advance Date therein, for deposit
in the Distribution Account, an aggregate amount of immediately available funds
equal to that portion of the Available Distribution Amount (calculated without
regard to clauses (I)(a)(ii), (I)(b)(ii)(B) and (II) of the definition thereof)
and the Schneider Available Distribution Amount (calculated without regard to
clauses (a)(ii) and (b)(ii)(B) of the definition thereof) for the related
Distribution Date then on deposit in the Certificate Account, together with (i)
any Prepayment Premiums, Yield Maintenance Charges and/or Additional Interest
received on the Mortgage Loans during the related Collection Period and (ii) in
the case of the final Distribution Date, any additional amounts contemplated by
the second paragraph of Section 9.01.

     The Master Servicer shall deliver to the Companion Paying Agent each month
on or before 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 paid to the Companion Holder pursuant to Section 1
of the Co-Lender Agreement, net of accrued and unpaid Master Servicing Fees with
respect to the Crowne Plaza Companion Loan.

     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);

          (ii) [Intentionally Omitted];

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

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

     (e) The Trustee shall establish and maintain the Excess Liquidation
Proceeds and PPIE Reserve Account in trust for the benefit of the
Certificateholders. The Excess Liquidation Proceeds and PPIE Reserve Account
shall be maintained as a segregated account, separate and apart from trust funds
for mortgage pass-through certificates of other series administered by the
Trustee and other accounts of the Trustee. Funds in the Excess Liquidation
Proceeds and PPIE Reserve Account shall remain uninvested.

     Upon the disposition of any REO Property in accordance with Section
3.18(d), the Special Servicer will calculate the Excess Liquidation Proceeds, if
any, realized in connection with such sale and deposit such amount in the Excess
Liquidation Proceeds and PPIE Reserve Account concurrently with the deposit of
the related Liquidation Proceeds into the Certificate Account

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pursuant to Section 3.04(a). Additionally, in accordance with Section
3.05(a)(xi), one-half of any Prepayment Interest Excess shall be deposited in
the Excess Liquidation Proceeds and PPIE Reserve Account.

     SECTION 3.05 Permitted Withdrawals From the Certificate Account, Interest
                  Reserve Account, the Distribution Account and the Excess
                  Liquidation Proceeds and PPIE Reserve 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 the 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 the Crowne Plaza 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 the
     Crowne Plaza Mortgage Loan, received in respect of the Crowne Plaza
     Companion Loan;

          (iii) to pay to itself earned and unpaid (A) Master Servicing Fees in
     respect of each Mortgage Loan and REO Loan and (B) to the extent not paid
     pursuant to Section 3.04(b) or Section 4.01(l), the Master Servicing Fee in
     respect of the Crown Plaza Companion 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;

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          (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 the purchase of any Mortgage Loan or REO Property by a
     Mortgage Loan Originator pursuant to the Mortgage Loan Purchase Agreement
     or the Merrill Mortgage Loan Purchase Agreement, by the Majority
     Subordinate Certificateholder pursuant to Section 3.18(b), by the Master
     Servicer or Special Servicer pursuant to Section 3.18(c), by the Class Q
     Certificateholder pursuant to Section 3.18(i), by the Companion Holder
     pursuant to Section 3.18(j) or by the Depositor, 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, Crowne Plaza 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, the Crowne
     Plaza Companion Loan or any REO Property, any related earned Master
     Servicing Fee that remained unpaid in accordance with clause (iii) above or
     Section 4.01(l) 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;

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          (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 Loan Pair, out of late payment charges and Penalty Interest
     collected on or in respect of all the Mortgage Loans, Crowne Plaza
     Companion Loan and REO Loans, during the same 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 after such Advance has been reimbursed, out of
     general collections on the Mortgage Loans and Crowne Plaza Companion Loan
     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) one-half of 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) above);

          (xi) to remit to the Trustee for deposit into the Excess Liquidation
     Proceeds and PPIE Reserve Account on each P&I Advance Date one-half of any
     Prepayment Interest Excesses;

          (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;

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          (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) 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, the Mortgage Loan Seller,
     MLMCI, MLMLI, the Majority Subordinate Certificateholder, the Class Q
     Certificateholder, the 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 withdraw any amounts deposited in error;

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

          (xviii) 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) - (xv)
above.

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

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respect to each Mortgage Loan for which it makes an Advance, the Trustee shall
similarly keep and maintain separate accounting for each Mortgage Loan, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Certificate Account for reimbursements of
Advances or interest thereon.

     (b) The 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 distributions to Certificateholders on each Distribution
     Date pursuant to Section 4.01 or 9.01, as applicable;

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

          (iii) to pay the Trustee the Trustee Fee as contemplated by Section
     8.05(a) hereof (A) with respect to the Mortgage Loans and (B) to the extent
     not paid pursuant to Section 4.01(l), with respect to the Crowne Plaza
     Companion Loan;

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

          (v) to pay any and all federal, state and local taxes imposed on any
     of the REMICs created hereunder or on the assets or transactions of any
     such REMIC, together with all incidental costs and expenses, to the extent
     none of the Trustee, the REMIC Administrator, the Master Servicer or the
     Special Servicer is liable therefor pursuant to Section 10.01(j) and to the
     extent not paid pursuant to Section 4.01(l);

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

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

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          (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(l).

     (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 Trustee shall, on any Distribution Date, make withdrawals from the
Excess Liquidation Proceeds and PPIE Reserve Account to the extent required to
make the distributions from the Excess Liquidation Proceeds and PPIE Reserve
Account required by Section 4.01.

     SECTION 3.06 Investment of Funds in the Servicing Accounts, the Reserve
                  Accounts, the Certificate Account, the Distribution Account,
                  Excess Liquidation Proceeds and PPIE Reserve Account,
                  Companion Distribution 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 Excess Liquidation Proceeds and PPIE Reserve 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

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Permitted Investments shall be held to maturity, unless payable on demand. Any
investment of funds in an Investment Account shall be made in the name of the
Trustee (in its capacity as such). The Master Servicer (with respect to
Permitted Investments of amounts in the Servicing Accounts, the Reserve
Accounts, the Certificate Account or the Interest Reserve Account) and the
Special Servicer (with respect to Permitted Investments of amounts in the REO
Account), on behalf of the Trustee, shall (and the Trustee hereby designates the
Master Servicer and the Special Servicer, as applicable, as the person that
shall) maintain continuous possession of any Permitted Investment that is either
(i) a "certificated security", as such term is defined in the UCC, or (ii) other
property in which a secured party may perfect its security interest by
possession under the UCC or any other applicable law. Possession of any such
Permitted Investment by the Master Servicer or the Special Servicer shall
constitute possession by a Person designated by the Trustee for purposes of
Section 8-313 of the UCC and possession by the Trustee, as secured party, for
purposes of Section 9-305 of the UCC and any other applicable law. If amounts on
deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Master Servicer (in the case of the
Certificate Account, Servicing Accounts, the Interest Reserve Account and
Reserve Accounts), or the Special Servicer (in the case of the REO Account)
shall:

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

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

     (b) Whether or not the Master Servicer directs the investment of funds in
any of the Servicing Accounts, the Reserve Accounts, the Certificate Account, or
the Interest Reserve Account, interest and investment income realized on funds
deposited therein, to the extent of the related Net Investment Earnings, if any,
for each Collection Period and, in the case of a Reserve Account or a Servicing
Account, to the extent not otherwise payable to the related Mortgagor in
accordance with applicable law or the related Mortgage Loan documents, shall be
for the sole and exclusive benefit of the Master Servicer and shall be subject
to its withdrawal in accordance with Section 3.03(a), 3.03(f) or 3.05(a), as
applicable. Whether or not the Special Servicer directs the investment of funds
in the REO Account, interest and investment income realized on funds deposited
therein, to the extent of the Net Investment Earnings, if any, for each
Collection Period, shall be for the sole and exclusive benefit of the Special
Servicer and shall be subject to its withdrawal in accordance with Section
3.16(b). If any loss shall be incurred in respect of any Permitted Investment on
deposit in any Investment Account, the Master Servicer (in the case of the
Servicing Accounts, the Reserve Accounts, the Interest Reserve Account and the
Certificate Account, excluding any accounts containing amounts invested solely
for the benefit of, and at the

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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 the Crowne
Plaza Companion Loan 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

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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 (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; and (iv) 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 the Crowne Plaza 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 the Crowne Plaza Companion Loan so
permit.

     (b) If the Master Servicer or the Special Servicer shall obtain and
maintain, or cause to be obtained and maintained, a blanket policy insuring
against hazard losses on all of the Mortgage Loans, the Crowne Plaza Companion
Loan 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.

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     (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.

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     SECTION 3.08 Enforcement of Alienation Clauses.

     (a) With respect to all Mortgage Loans other than Specially Serviced
Mortgage Loans, the Master Servicer or, in the case of a Specially Serviced
Mortgage Loan, 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 Master Servicer (with the written consent of
the Special Servicer (which consent shall be deemed given if not denied within
the later of (a) 15 Business Days after the Master Servicer provides to the
Special Servicer its recommendation for such action and all information
reasonably requested by the Special Servicer for the analysis of such request
and (b) 12 Business Days after the Special Servicer notifies the Controlling
Class Representative 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 the commencement of the 15 Business Day period described in the preceding
clause (a))) or the Special Servicer, as applicable, has determined, consistent
with the Servicing Standard, that waiver of such restrictions would be in
accordance with the Servicing Standard. Promptly after the Master Servicer (with
the written consent of the Special Servicer (which consent shall be deemed given
if not denied within the later of (a) 15 Business Days after the Master Servicer
provides to the Special Servicer its recommendation for such action and all
information reasonably requested by the Special Servicer for the analysis of
such request and (b) 12 Business Days after the Special Servicer notifies the
Controlling Class Representative 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 the commencement of the 15 Business Day period described in
the preceding clause (a))) or the Special Servicer, as applicable, has made any
such determination, the Master Servicer or the Special Servicer shall deliver to
the Trustee, the Rating Agencies and each other an Officers' Certificate setting
forth the basis for such determination. The Master Servicer or the Special
Servicer shall not exercise (and the Special Servicer shall not consent to) 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 Master Servicer or the
Special Servicer shall not exercise (and the Special Servicer shall not consent
to) any such waiver in respect of a due-on-sale provision of any Mortgage Loan
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 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 Master Servicer or the
Special Servicer may waive such requirement without Rating Agency approval in
accordance with the Servicing Standards.

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     (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 Standards 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.

     SECTION 3.09 Realization Upon Defaulted Mortgage Loans; Required
                  Appraisals.

     (a) The Special Servicer shall, subject to Sections 3.09(b) through 3.09(d)
and Section 6.11, exercise reasonable efforts, consistent with the Servicing
Standard, to foreclose upon or otherwise comparably convert the ownership of
properties securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments, including, without limitation, pursuant to Section 3.20.
Subject to the second paragraph of Section 3.03(c), the Master Servicer shall
advance all costs and expenses (other than costs or expenses that would, if
incurred, constitute a Nonrecoverable Servicing Advance) incurred by the Special
Servicer in any such proceedings, and shall be entitled to reimbursement
therefor as provided in Section 3.05(a). Nothing contained in this Section 3.09
shall be construed so as to require the Special Servicer, on behalf of the Trust
Fund, to make a bid on any Mortgaged Property at a foreclosure sale or similar
proceeding that is in excess of the fair market value of such property, as
determined by the Special Servicer in accordance with the Servicing Standard and
in its reasonable and good faith judgment taking into account the factors
described in Section 3.18(e) and the results of any appraisal obtained pursuant
to the following sentence, all such bids to be made in a manner consistent with
the Servicing Standard. If and when the Master Servicer or the Special Servicer
deems it necessary and prudent for purposes of establishing the fair market
value of any Mortgaged Property securing a defaulted Mortgage Loan, whether for
purposes of bidding at foreclosure or otherwise, it may have an appraisal
performed (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) with respect to such property by an Independent Appraiser or other
expert in real estate matters; which appraisal shall take into account the
factors specified in Section 3.18(e), 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 $1,000,000, an internal valuation
performed by the Special Servicer) within 60 days of a Mortgage Loan becoming a
Required

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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 $1,000,000, 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 and the Trustee within 10 Business Days of obtaining such Required
Appraisal (or letter update or internal valuation). Subject to the second
paragraph of Section 3.03(c), the Master Servicer shall advance the cost of such
Required Appraisal; provided, however, that such expense will be subject to
reimbursement to the Master Servicer as a Servicing Advance out of the
Certificate Account pursuant to Section 3.05(a)(vi) and 3.05(a)(vii).

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

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

          (ii) the Special Servicer shall have obtained an Opinion of Counsel
     (the cost of which may be withdrawn from the Certificate Account pursuant
     to Section 3.05(a)) to the effect that the holding of such personal
     property as part of the Trust Fund will not cause the imposition of a tax
     on any of REMIC I, REMIC II, REMIC III or REMIC IV under the REMIC
     Provisions or cause any of REMIC I, REMIC II, REMIC III or REMIC IV 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

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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 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 payable by the
Master Servicer as a Servicing Advance; 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 advanced by the Master Servicer as a
Servicing Advance.

     (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 Mortgage Loan Purchase Agreement or the Merrill
Mortgage Loan Purchase Agreement, as applicable, the Special Servicer shall take
such action as is in accordance with the Servicing Standard (other than
proceeding

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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 and the Master Servicer in writing of its intention to so
release all or a portion of such Mortgaged Property and the bases for such
intention, (ii) the Trustee shall have notified the Certificateholders in
writing of the Special Servicer's intention to so release all or a portion of
such Mortgaged Property and (iii) the Holders of Certificates entitled to a
majority of the Voting Rights shall have consented to such release within 30
days of the Trustee's distributing such notice (failure to respond by the end of
such 30-day period being deemed consent).

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

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

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

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

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          (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

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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 and the Crowne Plaza Companion Loan (including each Specially Serviced
Mortgage Loan) and REO Loan. As to each such Mortgage Loan and the Crowne Plaza
Companion 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 Crowne Plaza
Companion 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, Crowne Plaza Companion 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, Crowne Plaza Companion 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 or Crowne Plaza Companion Loan, as applicable,
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, Crowne Plaza Companion 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.

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     (b) Additional servicing compensation in the form of (i) late payment
charges, Penalty Interest, assumption application fees, modification fees for
Mortgage Loan or Crowne Plaza 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 Crowne Plaza Companion Loan and accrued during the time that such
Mortgage Loan or Crowne Plaza Companion Loan was not a Specially Serviced
Mortgage Loan, and (ii) one-hundred percent (100%) of any assumption fee (or
such lesser percentage as may be agreed to in writing by the Master Servicer and
Special Servicer) to the extent actually paid by a Mortgagor with respect to any
Mortgage Loan or Crowne Plaza Companion 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 in respect of
all of the Mortgage Loans as provided in Sections 3.03(d) and 4.03(d). The
Master Servicer shall also be entitled to additional servicing compensation in
the form of (i) one-half of any 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
Crowne Plaza 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

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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,
Crowne Plaza Companion Loan 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 Crowne Plaza Companion Loan for so long as it
remains a Corrected Mortgage Loan (net of any portion of such collection payable
or reimbursable to the Master Servicer, the Special Servicer or the Trustee for
any related unpaid or unreimbursed Master Servicing Fees and/or Advances)
received on such Mortgage Loan or Crowne Plaza 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, Crowne Plaza Companion Loan, again became a Corrected
Mortgage Loan. If the Special Servicer is terminated or resigns in accordance
with Section 6.04, it shall no longer have the right to receive any Workout Fees
payable in respect of Mortgage Loans and, if applicable, Crowne Plaza Companion
Loan, that became Corrected Mortgage Loans during the period that it acted as
Special Servicer.

     In addition, with respect to each Specially Serviced Mortgage Loan and REO
Loan (or Qualified Substitute Mortgage Loan substituted in lieu thereof), the
Special Servicer shall be entitled to the Principal Recovery Fee payable out of,
and calculated by application of the Principal Recovery Fee Rate to, all amounts
(whether in the form of payments of Liquidation Proceeds or REO Revenues)
received in respect of such Mortgage Loan or Crowne Plaza 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, the purchase of
any Mortgage Loan or REO Property by a Mortgage Loan Originator pursuant to the
Mortgage Loan Purchase Agreement or the Merrill Mortgage Loan Purchase
Agreement, by the Majority Subordinate Certificateholder pursuant to Section
3.18(b), by the Master Servicer or the Special Servicer pursuant to Section
3.18(c), by the Class Q Certificateholder pursuant to Section 3.18(i), by the
Companion Holder pursuant to Section 3.18(j) or by the Depositor, 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 to the extent a Workout Fee is payable concerning the
Liquidation Proceeds.

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     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) late payment
charges, Penalty Interest and assumption application fees received on or with
respect to Specially Serviced Mortgage Loans actually collected that accrued
during the time that the related Mortgage Loan was a Specially Serviced Mortgage
Loans, (ii) none (or such greater amount as may be agreed to in writing by the
Master Servicer and Special Servicer) of the assumption fees collected on the
Mortgage Loans or the Crowne Plaza Companion Loan, and (iii) modification fees
collected on all Mortgage Loans or the Crowne Plaza Companion Loan (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 for the cost of inspections in
accordance with Section 3.12(a) or to pay interest on Advances in respect of all
the Mortgage Loans as provided in Sections 3.03(d) 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. 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

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perform or cause to be performed an inspection of all the Mortgaged Properties
at least once per calendar year (or, in the case of Mortgage Loans (other than
Specially Serviced Mortgage Loans) with a then current principal balance of less
than $2,000,000, every other calendar year) beginning in 2000. The Special
Servicer and the Master Servicer shall each prepare (and, in the case of the
Special Servicer, shall deliver to the Master Servicer) a written report of each
such inspection performed by it that sets forth in detail the condition of the
Mortgaged Property and that specifies the existence of: (i) any sale, transfer
or abandonment of the Mortgaged Property of which it is aware, (ii) any change
in the condition or value of the Mortgaged Property that it, in its reasonable
judgment, considers material, or (iii) any visible waste committed on the
Mortgaged Property. The Master Servicer shall deliver such reports to the
Trustee within 45 days of the related inspection and the Trustee shall, subject
to Section 3.15, make copies of all such inspection reports available for review
by Certificateholders and Certificate Owners during normal business hours at the
offices of the Trustee at all times after Trustee's receipt thereof. Upon
written request and at the expense of the requesting party, the Trustee shall
deliver copies of any such inspection reports to Certificateholders and
Certificate Owners. The Special Servicer shall have the right to inspect or
cause to be inspected (at its own expense) every calendar year any Mortgaged
Property related to a loan that is not a Specially Serviced Mortgage Loan,
provided that the Special Servicer obtains the approval of the Master Servicer
prior to such inspection, and provides a copy of such inspection to the Master
Servicer; and provided further that the Master Servicer and the Special Servicer
shall not both inspect a Mortgaged Property that is not securing a Specially
Serviced Mortgage Loan in the same calendar year. If the Special Servicer
performs such inspection, such inspection shall satisfy the Master Servicer's
inspection obligations pursuant to this paragraph (a).

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

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

     (b) Not later than 2:00 p.m. (New York City time) on the second Business
Day prior to each Determination Date, the Special Servicer shall deliver or
cause to be delivered to the Master Servicer the following reports with respect
to the Specially Serviced Mortgage Loans and any REO Properties providing the
required information as of the end of the preceding calendar month: (i) a CMSA
Property File; and (ii) a Comparative Financial Status Report. 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

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

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

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

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     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.

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

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

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

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     SECTION 3.13 Annual Statement as to Compliance.

     Each of the Master Servicer and the Special Servicer shall deliver to the
Trustee, the Underwriters, 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, 2001, 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, REMIC II, REMIC III or REMIC IV 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, 2001, 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, 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, 2000) 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.

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     SECTION 3.15 Access to Certain Information.

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

     In connection with providing access to or copies of the items described in
the preceding paragraph pursuant to this Section 3.15, the Trustee or the Master
Servicer, as applicable, shall require: (a) in the case of Certificate Owners, a
confirmation executed by the requesting Person substantially in the form of
Exhibit X-1 hereto (or such other form as may be reasonably acceptable to the
Trustee or the Master Servicer, as applicable) generally to the effect

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that such Person is 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 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 X-2 hereto (or such other form as
may be reasonably acceptable to the Trustee or the Master Servicer, as
applicable) generally to the effect that such Person is a prospective purchaser
of a Certificate or an interest therein, is requesting the information for use
in evaluating a possible investment in Certificates and, subject to the last
sentence of this paragraph, will otherwise keep such information confidential.
The Holders of the Certificates, by their acceptance thereof, 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). Notwithstanding the foregoing, no
Certificateholder, Certificate Owner or prospective Certificateholder or
Certificate Owner shall be obligated to keep confidential any information
received from the Trustee or the Master Servicer, as applicable, pursuant to
this Section 3.15 that has previously been made available without a password via
the Trustee's or the Master Servicer's, as applicable, Internet Website or has
previously been filed with the Commission, and the Trustee or the Master
Servicer, as applicable, shall not require either of the certifications
contemplated by the second preceding sentence in connection with providing any
information pursuant to this Section 3.15 that has previously been made
available without a password via the Trustee's Internet Website or has
previously been filed with the Commission.

     Each of the Master Servicer and the Special Servicer shall afford to the
Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC, the
Federal Reserve Board and any other banking or insurance regulatory authority
that may exercise authority over any Certificateholder, access to any records
regarding the Mortgage Loans and the servicing thereof within its control,
except to the extent it is prohibited from doing so by applicable law or
contract or to the extent such information is subject to a privilege under
applicable law to be asserted on behalf of the Certificateholders. Such access
shall be afforded only upon reasonable prior written request and during normal
business hours at the offices of the Master Servicer or the Special Servicer, as
the case may be, designated by it.

     The Trustee, the Master Servicer, the Special Servicer and the Underwriters
may require payment from the Certificateholder or Certificate Owner of a sum
sufficient to cover the reasonable costs and expenses of providing any such
information or access pursuant to this Section 3.15 to, or at the request of,
the Certificateholders or Certificate Owners or prospective transferees,
including, without limitation, copy charges and, in the case of
Certificateholders or

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Certificate Owners requiring on site review in excess of three Business Days,
reasonable fees for employee time and for space.

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

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

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

     If three or more Holders or the Controlling Class Representative
(hereinafter referred to as "Applicants" with a single Person which (together
with its Affiliates) is the Holder of more than one Class of Certificates being
viewed as a single Applicant for these purposes) apply in writing to the
Trustee, and such application states that the Applicants' desire to communicate
with other Holders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
Applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, send, at the

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Applicants' expense, the written communication proffered by the Applicants to
all Certificateholders at their addresses as they appear in the Certificate
Register.

     (c) From and after the later to occur of (i) the expiration of ninety days
after the Closing Date and (ii) the date on which the Trustee receives notice
from the Depositor that the last unsold allotment of Certificates (if any) has
been sold by the Underwriters, the Trustee shall also make available to any
Privileged Person, with the use of a password (or other comparable restricted
access mechanism) provided by the Trustee to such Privileged Person, the
Investor Q&A Forum. The "Investor Q&A Forum" shall be a service available on a
portion of the Trustee's Internet Website. The structure, form, legends and
links of such portion of the Trustee's Internet Website shall be subject to the
approval of the Depositor prior to implementation of the Investor Q&A Forum and
may not be altered, changed or modified without the approval of the Depositor.
The Investor Q&A Forum shall permit Privileged Persons with the use of a
password (or other comparable restricted access mechanism) to (i) submit
questions to the Trustee via e-mail, which questions (A) relate to the Mortgage
Loans or the Mortgaged Properties and (B) are requesting information that is of
the type included in the reports provided by the Master Servicer or the Special
Servicer pursuant to Section 3.12 ("Investor Inquiries"), and (ii) view Investor
Inquiries that have been previously submitted and answered, together with the
answers thereto. Upon receipt of a submission from a user, the Trustee shall
forward the Investor Inquiry to either the Master Servicer (if such Investor
Inquiry relates to a Mortgage Loan that is not a Specially Serviced Mortgage
Loan) or the Special Servicer (if such Investor Inquiry relates to a Specially
Serviced Mortgage Loan) within four Business Hours of receipt thereof. Within
five Business Days following receipt of an Investor Inquiry from the Trustee by
the Master Servicer (with respect to Investor Inquiries that relate to Mortgage
Loans that are not Specially Serviced Mortgage Loans) or within five Business
Days following receipt of an Investor Inquiry from the Trustee by the Special
Servicer (with respect to Investor Inquiries that relate to Specially Serviced
Mortgage Loans), the Master Servicer or the Special Servicer, as applicable,
unless it determines not to answer such Investor Inquiry as provided below,
shall reply to the Investor Inquiry with (A) the answer to such Investor
Inquiry, or (B) if such Investor Inquiry cannot reasonably be answered within
such five Business Days, such longer period of time as is necessary to answer
such Investor Inquiry, provided such longer period of time shall be commercially
reasonable (which it shall then be required to adhere to). Upon receipt of any
such answer from the Master Servicer or the Special Servicer, the Trustee shall
post (within four Business Hours of receipt of such answer) such Investor
Inquiry and the related answer (or a statement concerning the additional time
necessary until such answer shall be made available) to the Trustee's Website to
be made available to Privileged Persons with the use of a password (or other
comparable restricted access mechanism). If the Master Servicer or the Special
Servicer determines, in its respective sole discretion, that (i) any Investor
Inquiry is not of a type described above, (ii) answering any Investor Inquiry
would not be in the best interests of the Trust Fund and/or the
Certificateholders, (iii) answering any Investor Inquiry would be in violation
of applicable law or the applicable Mortgage Loan documents, or (iv) answering
any Investor Inquiry is otherwise, for any reason, not advisable to answer, it
shall not be required to answer such Investor Inquiry, and shall

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promptly notify the Trustee, who shall notify the Person who submitted such
Investor Inquiry. Any notice by the Trustee to the Person who submitted an
Investor Inquiry that the Master Servicer or the Special Servicer, as
applicable, has declined to answer such Investor Inquiry shall include the
following statement: "Because the Pooling and Servicing Agreement provides that
the Master Servicer and the Special Servicer shall not answer an Investor
Inquiry if it determines, in its respective sole discretion, that (i) any
Investor Inquiry is not of a type described in the Pooling and Servicing
Agreement, (ii) answering any Investor Inquiry would not be in the best
interests of the Trust Fund and/or the Certificateholders, (iii) answering any
Investor Inquiry would be in violation of applicable law or the applicable
Mortgage Loan documents, or (iv) answering any Investor Inquiry is otherwise,
for any reason, not advisable to answer, no inference should be drawn from the
fact that the Master Servicer or the Special Servicer has declined to answer the
Investor Inquiry."

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

     SECTION 3.16 Title to REO Property; REO Account.

     (a) If title to any REO Property is acquired, the deed or certificate of
sale shall be issued to the Trustee or its nominee on behalf of the
Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall
sell any REO Property by the end of the third year following the calendar year
in which REMIC I or REMIC II, as applicable, acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code, unless the Special
Servicer either (i) applies for, more than sixty days prior to the end of such
third succeeding year, and is granted an extension of time (an "REO Extension")
by the Internal Revenue Service to sell such REO Property or (ii) obtains for
the Trustee an Opinion of Counsel, addressed to the Trustee, the Special
Servicer and the Master Servicer, to the effect that the holding by REMIC I or
REMIC II, as applicable, of such REO Property subsequent to the end of such
third succeeding year will not result in the imposition of taxes on "prohibited
transactions" (as defined in Section 860F of the Code) of any of REMIC I, REMIC
II, REMIC III or REMIC IV or cause any of REMIC I, REMIC II, REMIC III or REMIC
IV 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

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such REO Property within such extended period as is permitted by such REO
Extension or such Opinion of Counsel, as the case may be. Any expense incurred
by the Special Servicer in connection with its obtaining the REO Extension
contemplated by clause (i) of the second preceding sentence or its obtaining the
Opinion of Counsel contemplated by clause (ii) of the second preceding sentence,
shall first be payable from the related REO Account to the extent of available
funds and then be a Servicing Advance by the Master Servicer.

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

     (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, maintenance and disposition of
any REO Property, but only to the extent of amounts on deposit in the REO
Account relating to such REO Property (including any monthly reserve or escrow
amounts necessary to accumulate sufficient 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

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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 or would be subject to the tax imposed
     on "prohibited transactions" under Section 860F of the Code (either 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, it is commercially feasible) acquire such Mortgaged
     Property as REO Property and so lease or operate 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 no commercially feasible means exists to operate such property as REO
     Property without the Trust Fund incurring or possibly incurring an REO Tax
     on income from such property, 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

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     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 and operate
     such property in a manner that would not result in the imposition of an REO
     Tax on the income derived from such property. All of the REMIC
     Administrator's expenses (including any fees and expenses of counsel or
     other experts reasonably retained by it) incurred pursuant to this section
     shall be reimbursed to it from the Trust Fund in accordance with Section
     10.01(f).

     The Special Servicer's decision as to how each REO Property shall be
managed and operated 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 and asset managers 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, protect and operate 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, except as contemplated by Section 3.17(a), either result in the receipt by
REMIC I, REMIC II, REMIC III or REMIC IV 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
operation, 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;

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

          (iv) all costs and expenses necessary to maintain, lease, sell,
     protect, manage, operate 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 and the Master Servicer) 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) The Special Servicer may 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

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     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 Sale of Mortgage Loans and REO Properties.

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

     (b) Subject to Section 2.03(a), if the Special Servicer has determined in
good faith, and after making reasonable efforts to specially service such
Defaulted Mortgage Loan, that any Defaulted Mortgage Loan will become subject to
foreclosure proceedings, the Special Servicer shall promptly so notify in
writing the Trustee and the Master Servicer, and the Trustee, following its
receipt of such notice, shall, within 10 days after receipt of such notice,
notify the Majority Subordinate Certificateholder. The Majority Subordinate
Certificateholder may at its option, but subject to the right of the Class Q
Certificateholder pursuant to Section 3.18(i) and the right of the Companion
Holder pursuant to Section 3.18(j), purchase from the Trust Fund, at a price
equal to the Purchase Price, any such Mortgage Loan. The Purchase Price for any
Mortgage Loan purchased under this paragraph (b) shall be deposited into the
Certificate Account, and the Custodian, upon receipt of an Officers' Certificate
from the Master Servicer to the effect that such deposit has been made, shall
release or cause to be released to the Majority Subordinate Certificateholder
the related Mortgage File, and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as shall be provided to
it and are reasonably necessary to vest in the Majority Subordinate
Certificateholder ownership of such Mortgage Loan. In connection with any such
purchase, the Special Servicer shall deliver the related Servicing File to the
Majority Subordinate Certificateholder.

     (c) If the Majority Subordinate Certificateholder has not purchased any
Defaulted Mortgage Loan within 30 days of its having received notice in respect
thereof pursuant to Section 3.18(b) above, either the Master Servicer or the
Special Servicer (with preference given

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to the Special Servicer) may at its option, but subject to the right of the
Class Q Certificateholder pursuant to Section 3.18(i) and the right of the
Companion Holder pursuant to Section 3.18(j), purchase such Mortgage Loan from
the Trust Fund, at a price equal to the Purchase Price. The Purchase Price for
any such Mortgage Loan purchased under this paragraph (c) shall be deposited
into the Certificate Account, and the Custodian, upon receipt of an Officers'
Certificate from the Master Servicer to the effect that such deposit has been
made, shall release or cause to be released to the Master Servicer or the
Special Servicer, as applicable, the related Mortgage File, and shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest in the
Master Servicer or the Special Servicer, as applicable, the ownership of such
Mortgage Loan. In connection with any such purchase by the Master Servicer, the
Special Servicer shall deliver the related Servicing File to the Master
Servicer.

     (d) Subject to Section 6.11, the Special Servicer may offer to sell any
Defaulted Mortgage Loan not otherwise purchased pursuant to Sections 3.18(b) and
3.18(c) above or pursuant to Sections 3.18(i) or Section 3.18(j), if and when
the Special Servicer determines, consistent with the Servicing Standard, that
such a sale would be in the best economic interests of the Trust Fund. Such
offer shall be made in a commercially reasonable manner (which, for purposes
hereof, includes an offer to sell without representation or warranty other than
customary warranties of title and condition, if liability for breach thereof is
limited to recourse against the Trust Fund) for a period of not less than 10
days. Unless the Special Servicer determines that acceptance of any bid would
not be in the best economic interests of the Certificateholders, the Special
Servicer shall accept the highest cash bid received from any Person that
constitutes a fair price for such Mortgage Loan. In the absence of any bid
determined as provided below to be fair, the Special Servicer shall proceed with
respect to such Defaulted Mortgage Loan in accordance with Section 3.09.

     Subject to Section 6.11, the Special Servicer shall use its best efforts to
solicit bids for each REO Property in such manner as will be reasonably likely
to realize a fair price within the time period provided for by Section 3.16(a).
The Special Servicer shall accept the first (and, if multiple bids are received
contemporaneously or subsequently, the highest, provided that the Special
Servicer is not obligated to the first bidder) cash bid received from any Person
that constitutes a fair price for such REO Property. If the Special Servicer
reasonably believes that it will be unable to realize a fair price for any REO
Property within the time constraints imposed by Section 3.16(a), the Special
Servicer shall dispose of such REO Property upon such terms and conditions as
the Special Servicer shall deem necessary and desirable to maximize the recovery
thereon under the circumstances and, in connection therewith, shall accept the
highest outstanding cash bid, regardless of from whom received. The Liquidation
Proceeds (net of related Liquidation Expenses) for any REO Property or Mortgage
Loan purchased hereunder shall be deposited in the Certificate Account, except
that any portion of proceeds consisting of Excess Liquidation Proceeds shall be
deposited in the Excess Liquidation Proceeds and PPIE Reserve Account.

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     The Special Servicer shall give the Trustee and the Master Servicer not
less than five Business Days' prior written notice of its intention to sell any
Mortgage Loan or REO Property pursuant to this Section 3.18(d). No Interested
Person shall be obligated to submit a bid to purchase any such Mortgage Loan or
REO Property, and notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may bid for or
purchase any Defaulted Mortgage Loan or any REO Property pursuant hereto.

     (e) Whether any cash bid constitutes a fair price for any Defaulted
Mortgage Loan or REO Property, as the case may be, for purposes of Section
3.18(d), shall be determined by the Special Servicer (except as otherwise
provided below in this Section 3.18(e)). In determining whether any bid received
from an Interested Person represents a fair price for any such Mortgage Loan or
REO Property, the Special Servicer shall be supplied with and may rely on a
narrative appraisal by an Independent Appraiser (the cost of which shall be paid
by the Master Servicer as a Servicing Advance), retained by the Special
Servicer. The Special Servicer may rely on a certification of any bidder to the
effect that such bidder is not an Interested Person. Such appraiser shall be
selected by (i) the Special Servicer if neither the Special Servicer nor any
Affiliate thereof is bidding with respect to a Defaulted Mortgage Loan or REO
Property (ii) the Master Servicer if the Special Servicer or any Affiliate
thereof is bidding and the Special Servicer is not an Affiliate of the Master
Servicer; or (iii) the Trustee if the Master Servicer and the Special Servicer
are Affiliates and the Master Servicer or Special Servicer or any Affiliate
thereof is bidding. The Master Servicer shall not bid with respect to a
Defaulted Mortgage Loan or REO Property if the Special Servicer or any Affiliate
thereof has informed it that the Special Servicer intends to submit a bid. Where
any Interested Person is among those bidding with respect to a Mortgage Loan or
REO Property, the Special Servicer shall require that all bids be submitted in
writing and be accompanied by a refundable deposit of cash in an amount equal to
5% of the bid amount. In determining whether any bid from a Person other than an
Interested Person or from an Interested Person other than the Special Servicer
or any Affiliate thereof or the Master Servicer or any Affiliate thereof,
constitutes a fair price for any such Mortgage Loan or REO Property, the Special
Servicer shall take into account (in addition to the results of any appraisal
described above and any appraisal that it may have obtained pursuant to Section
3.09(a)), and any appraiser or other expert in real estate matters shall be
instructed to 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). The Purchase Price for any such
Mortgage Loan or REO Property shall in all cases be deemed a fair price.
Notwithstanding the other provisions of this Section 3.18 (but excluding a
purchase pursuant to Section 3.18(c)), no cash bid from the Master Servicer,
Special Servicer or any of their Affiliates thereof shall constitute a fair
price for any Defaulted Mortgage Loan or REO Property unless such bid is the
highest bid received and at least two independent bids (not including the bid of
the Master Servicer, Special Servicer or any Affiliate) have been received. In
the event the bid of the Special Servicer or any Affiliate is the only bid
received or is the higher of only two bids received, then additional bids shall
be solicited. If an

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additional bid or bids are received and the original bid of the Special Servicer
or any Affiliate is the highest of all bids received, then the bid of the
Special Servicer or such Affiliate shall no longer be deemed not to constitute a
fair price.

     (f) Subject to Sections 3.18(a) through 3.18(e) above and Section 6.11, the
Special Servicer shall act on behalf of the Trustee in negotiating with
independent third parties and taking any other action necessary or appropriate
in connection with the sale of any Defaulted Mortgage Loan or REO Property, and
the collection of all amounts payable in connection therewith. In connection
therewith, the Special Servicer may charge prospective bidders, and may retain,
fees that approximate the Special Servicer's actual costs in the preparation and
delivery of information pertaining to such sales or evaluating bids without
obligation to deposit such amounts into the Certificate Account. Any sale of a
Defaulted Mortgage Loan or any REO Property shall be final, without recourse to
the Trustee or the Trust Fund and without representations and warranties of
title and condition, unless liability for breach thereof is limited to recourse
against the Trust Fund, and if such sale is consummated in accordance with the
terms of this Agreement, neither the Special Servicer nor the Trustee shall have
any liability to any Certificateholder with respect to the purchase price
therefor accepted by the Special Servicer or the Trustee.

     (g) Any sale of a Defaulted Mortgage Loan or any REO Property shall be for
cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a
sale for other consideration).

     (h) The Special Servicer shall not be obligated by any of the foregoing
paragraphs of this Section 3.18 to accept the highest bid if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection
of such bid would be in the best interests of the Certificateholders. In
addition, the Special Servicer may accept a lower bid (from other than itself or
an Affiliate) if it determines, in accordance with the Servicing Standard, that
acceptance of such bid would be in the best interests of the Certificateholders
(for example, if the prospective buyer making the lower bid is more likely to
perform its obligations or the terms offered by the prospective buyer making the
lower bid are more favorable).

     (i) If the Schneider Mortgage Loan becomes a Defaulted Mortgage Loan, the
Special Servicer shall promptly notify in writing the Master Servicer and the
Trustee, and the Trustee, following its receipt of such notice, shall promptly
notify the Class Q Certificateholder. Upon receipt of such notice, the Class Q
Certificateholder will have the first option, but not the obligation, to
purchase the Schneider Mortgage Loan (including the Subordinate Component
thereof) from the Trust Fund at a price equal to the Purchase Price thereof. If
the Class Q Certificateholder fails to exercise such option within 15 days after
receipt of such notice, then the Schneider Mortgage Loan may be sold in
accordance with Sections 3.18(b), (c) and (d). The Purchase Price for the
Schneider Mortgage Loan purchased under this paragraph (i) shall be deposited
into the Certificate Account, and the Custodian, upon receipt of an Officers'
Certificate

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from the Master Servicer to the effect that such deposit has been made, shall
release or cause to be released to the Class Q Certificateholder the related
Mortgage File, and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be provided to it and are
reasonably necessary to vest in the holder of the Class Q Certificateholder
ownership of such Schneider Mortgage Loan. In connection with any such purchase,
the Special Servicer shall deliver the related Servicing File to the Class Q
Certificateholder.

     (j) The Companion Holder shall have the right to purchase the Crowne Plaza
Mortgage Loan or related REO Property in accordance with the terms of the
Co-Lender Agreement. If the Crowne Plaza Mortgage Loan or REO Property is
purchased by the Companion Holder, repurchased by the applicable Mortgage Loan
Originator or otherwise ceases to be subject to this Agreement, the Crowne Plaza
Companion Loan will no longer be subject to this Agreement. The amount paid for
the Crowne Plaza Mortgage Loan or related REO Property purchased under this
paragraph (j) shall be applied in accordance with the Co-Lender Agreement and be
deposited into the Certificate Account or to the extent of any Excess
Liquidation Proceeds, to the Excess Liquidation Proceeds and PPIE Reserve
Account, and the Custodian, upon receipt of an Officers' Certificate from the
Master Servicer to the effect that such deposit has been made, shall release or
cause to be released to the Companion Holder the related Mortgage File, and
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be provided to in and are reasonably necessary
to vest in the Companion Holder ownership of the Crowne Plaza Mortgage Loan. In
connection with any such purchase, the Special Servicer shall deliver the
related Servicing File to the Companion Holder.

     SECTION 3.19 Additional Obligations of Master Servicer and Special
                  Servicer.

     (a) The Master Servicer shall deliver to the Paying Agent for deposit in
the Distribution 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

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any notices of default under the related Ground Lease should thereafter be
forwarded to the Master Servicer.

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

     SECTION 3.20 Modifications, Waivers, Amendments and Consents.

     (a) Subject to Sections 3.20(b) through 3.20(m) below and further subject
to Sections 3.08(b) and 6.11, the Master Servicer (to the extent provided in
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.

     (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; 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

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     the transfer or transfers of equity interests in the borrower or any equity
     owner of the borrower that would result, in the aggregate during the term
     of the related Mortgage Loan, in a transfer greater than 49% of the total
     interest in the borrower and/or any equity owner of the borrower or a
     transfer of voting control in the borrower of an equity owner of the
     borrower without the prior written confirmation from each Rating Agency
     that such changes will not result in the qualification, downgrade or
     withdrawal to the ratings then assigned to the Certificates; or

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

     (d) Notwithstanding Section 3.20(c), but subject to the third paragraph of
this Section 3.20(d), and the rights of the Controlling Class Representative set
forth in Section 6.11, the Special Servicer may (i) reduce the amounts owing
under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the
amount of the Periodic Payment on any Specially Serviced Mortgage Loan,
including by way of a reduction in the related Mortgage Rate, (iii) forbear in
the enforcement of any right granted under any Mortgage Note or Mortgage
relating to a Specially Serviced Mortgage Loan or (iv) 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, (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) and (C) such modification, waiver or amendment would not both (1) effect
an exchange or reissuance of the Mortgage Loan under Section 1001 of the Code
(and the Treasury regulations promulgated thereunder) and (2) cause REMIC I,
REMIC II or REMIC III 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.

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     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) extend the maturity date of any Mortgage Loan which has
a Mortgage Rate below the prevailing interest rate for comparable loans at the
time of such modification as determined by the Special Servicer, unless (A) such
Mortgage Loan is a Balloon Loan, (B) the related Mortgagor has failed to make
the Balloon Payment at its Stated Maturity Date and (C) such Balloon Loan is not
a Specially Serviced Mortgage Loan (other than by reason of the failure to make
its Balloon Payment) and has not been delinquent with respect to a Periodic
Payment (other than the Balloon Payment) in the preceding twelve months, in
which case the Special Servicer may permit up to three one-year extensions at
the existing Mortgage Rate for such Mortgage Loan (provided that such limitation
of extensions made at below market rate shall not limit the ability of the
Special Servicer to extend the maturity date of any Mortgage Loan at an interest
rate at or in excess to the prevailing rate for comparable loans at the time of
such modification), (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) reduce the Mortgage Rate to a rate below
the prevailing interest rate for comparable loans at the time of such
modification, as determined by the Special Servicer; or (v) defer interest due
on any Mortgage Loan in excess of 10% of the Stated Principal Balance of such
Mortgage Loan or defer the collection of interest on any Mortgage Loan without
accruing interest on such deferred interest at a rate at least equal to the
Mortgage Rate of such Mortgage Loan.

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

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

     (f) The Special Servicer or, with respect to clause (i) below, the Master
Servicer may, as a condition to granting any request by a Mortgagor for consent,
modification, waiver or indulgence or any other matter or thing, the granting of
which is within its discretion pursuant to the terms of the instruments
evidencing or securing the related Mortgage Loan and is permitted by the terms
of this Agreement, require that such Mortgagor pay to it (i) as additional
servicing compensation, a reasonable or customary fee for the additional
services performed in

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connection with such request, 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 and the Rating Agencies, in writing, of any
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, or (y) to the extent inconsistent with the terms of
such Mortgage Loan. The Master Servicer will not permit defeasance of any
Mortgage Loan, unless (i) the defeasance collateral consists of U.S. Treasury
obligations, (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. Treasury 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.

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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, if so allowed by the terms of such documents, and otherwise
such expenses shall be recoverable as a Servicing Advance. 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:

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          (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;

          (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; and

          (vi) For any Mortgage Loan with an original principal balance of
     $7,500,000 or less, waiving any provision of the Mortgage Loan requiring
     that the financial statements of the Mortgagor be audited if the Mortgagor
     provides financial statements certified by the Mortgagor.

     (j) [Reserved].

          (k) 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 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.

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     (l) 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.

     (m) Neither the Master Servicer nor the Special Servicer shall consent to
either (i) the transfer of a controlling interest in any guarantor of the lease
relating to the Mortgaged Property securing the Schneider Mortgage Loan or (ii)
the assumption of any obligations under any such guarantee by a Person
("Substitute Schneider Guarantor") which may have the effect of relieving the
existing guarantor of any of its liabilities unless the Substitute Schneider
Guarantor has a corporate debt rating or shadow rating of not less than "A" (or
its equivalent) by each Rating Agency.

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

     (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan, the Master Servicer shall promptly notify the
Trustee, and if the Master Servicer is not also the Special Servicer, the Master
Servicer shall immediately give notice thereof, and shall deliver or cause to be
delivered a copy of the related Mortgage File and Servicing File, to the Special
Servicer and shall use reasonable efforts to provide the Special Servicer with
all information, documents (or copies thereof) and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating
to the Mortgage Loan and, if applicable, the Crowne Plaza 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

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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, 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 Crowne Plaza Companion Loan, and the Special Servicer's right
to receive the Special Servicing Fee with respect to such Mortgage Loan and, if
applicable, the Crowne Plaza Companion Loan, shall terminate, and the
obligations of the Master Servicer to service and administer such Mortgage Loan
and, if applicable, the Crowne Plaza 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) and (xxiv) 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)

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such additional information relating to the Specially Serviced Mortgage Loans
and REO Properties as the Master Servicer reasonably requests to enable it to
perform its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Mortgage Loans
and REO Properties and shall provide the Special Servicer with any information
reasonably available to the Master Servicer required by the Special Servicer to
perform its duties under this Agreement.

     (d) No later than 30 days after a Mortgage Loan becomes a Specially
Serviced Mortgage Loan, the Special Servicer shall deliver to each Rating
Agency, the Trustee, the Master Servicer, the Controlling Class Representative,
and with respect to the Schneider Mortgage Loan, the Schneider 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 Mortgage 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, the
Controlling Class Representative (and with respect to the Schneider Mortgage
Loan, the Controlling Class Representative must act in consultation with the
Schneider 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

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Servicer may not take any action that is contrary to applicable law, the
Servicing Standard, or the terms of the applicable Mortgage Loan documents. If
the Controlling Class Representative (and with respect to the Schneider Mortgage
Loan, the Controlling Class Representative in consultation with the Schneider
Representative) disapproves such Asset Status Report, the Special Servicer will
revise such Asset Status Report and deliver to the Controlling Class
Representative (and with respect to the Schneider Mortgage Loan, the Schneider
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 (and
with respect to the Schneider Mortgage Loan, the Controlling Class
Representative in consultation with the Schneider Representative) shall fail to
disapprove such revised Asset Status Report in writing within ten (10) Business
Days of receiving such revised Asset Status Report or until the Special Servicer
makes one of the determinations described below. The Special Servicer may, from
time to time, modify any Asset Status Report it has previously delivered and
implement such report, provided such report shall have been prepared, reviewed
and not rejected pursuant to the terms of this Section. Notwithstanding the
foregoing, the Special Servicer (i) may, following the occurrence of an
extraordinary event with respect to the related Mortgaged Property, take any
action set forth in such Asset Status Report before the expiration of a ten (10)
Business Day period if the Special Servicer has reasonably determined that
failure to take such action would materially and adversely affect the interests
of the Certificateholders and it has made a reasonable effort to contact the
Controlling Class Representative (and with respect to the Schneider Mortgage
Loan, the Controlling Class Representative) and (ii) in any case, shall
determine whether such affirmative disapproval is not in the best interest of
all the Certificateholders pursuant to the Servicing Standard.

     Upon making such determination in clause (ii) of the immediately preceding
paragraph, the Special Servicer shall notify the Trustee of such rejection and
deliver to the Trustee a proposed notice to Certificateholders which shall
include a copy of the Asset Status Report, and the Trustee shall send such
notice to all Certificateholders. If the majority of such Certificateholders, as
determined by Voting Rights, fail, within 5 days of the Trustee's sending such
notice, to reject such Asset Status Report, the Special Servicer shall implement
the same. If the Asset Status Report is rejected by a majority of the
Certificateholders, (other than for a reason which violates the Servicing
Standard, which shall control), the Special Servicer shall revise such Asset
Status Report as described above in this Section 3.21(d) and provide a copy of
such revised report to the Master Servicer. The Trustee shall be entitled to
reimbursement from the Trust Fund for the reasonable expenses of providing such
notices.

     The Special Servicer shall have the authority to meet with the Mortgagor
for any Specially Serviced Mortgage Loan and take such actions consistent with
the Servicing Standard and the related Asset Status Report. The Special Servicer
shall not take any action inconsistent

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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, the Mortgage Loan Seller, the Trust Fund or
the Trustee or the officers and the directors of each party to claim, suit or
liability or (d) expand the scope of the Master Servicer's, Trustee's or Special
Servicer's responsibilities under this Agreement.

     SECTION 3.22 Sub-Servicing Agreements.

     (a) The Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of their respective obligations hereunder, provided that, in each case,
the Sub-Servicing Agreement: (i) is consistent with this Agreement in all
material respects, requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement and includes events of default with
respect to the Sub-Servicer substantially similar to the Events of Default set
forth in Section 7.01(a) hereof (other than Section 7.01(a)(x)) to the extent
applicable (modified to apply to the Sub-Servicer instead of the Master
Servicer); (ii) provides that if the Master Servicer or the Special Servicer, as
the case may be, shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of an Event of Default), the Trustee
or its designee may thereupon assume all of the rights and, except to the extent
such obligations arose prior to the date of assumption, obligations of the
Master Servicer or the Special Servicer, as the case may be, under such
agreement or (except with respect only to the Sub-Servicing Agreements in effect
as of the date of this Agreement) may terminate such subservicing agreement
without cause and without payment of any penalty or termination fee (other than
the right of reimbursement and indemnification); (iii) provides that the
Trustee, for the benefit of the Certificateholders, shall be a third party
beneficiary under such agreement, but that (except to the extent the Trustee or
its designee assumes the obligations of the Master Servicer or the Special
Servicer, as the case may be, thereunder as contemplated by the immediately
preceding clause (ii)) none of the Trustee, the Trust Fund, any successor Master
Servicer or Special Servicer, as the case may be, or any Certificateholder shall
have any duties under such agreement or any liabilities arising therefrom; (iv)
permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate
such agreement with respect to such purchased Mortgage Loan at its option and
without penalty, (v) 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

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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.

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     (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 or either of the events set forth in clauses (i) or (ii) of the
following paragraph 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 represents 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (ii) The execution and delivery of this Agreement by the Special
     Servicer, and the performance and compliance with the terms of this
     Agreement by the Special Servicer, will not violate the Special Servicer's
     certificate of incorporation or constitute a default (or an event which,
     with notice or lapse of

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     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

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     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 Sections 3.23(a) and (d) (with respect to the
Master Servicer) and Sections (b) and (e) (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.

     (d) The Master Servicer represents and warrants that any custom-made
software or hardware designed or purchased or licensed by the Master Servicer
and used by the Master Servicer in the course of the operation or management of,
or the compiling, reporting or generation of data required by this Agreement
does not contain any material deficiency (x) in the ability of such software or
hardware to identify correctly or perform calculations or other processing with
respect to dates after August 31, 1999 or (y) that would cause such software or
hardware to be fit no longer for the purpose for which it was intended by reason
of the changing of the date from 1999 to 2000. A breach of the representation
and warranty set forth in this Section 3.23(d) shall constitute an Event of
Default subject to the grace period set forth in Section 7.01(a)(v) and, without
limiting any rights or remedies of the Trust Fund, the Certificateholders or any
other party hereto for a breach under any other section of this Agreement that
may arise out of a breach of the representation and warranty set forth in this
Section 3.23(d), termination shall be the sole remedy against the Master
Servicer for the breach of this covenant.

     (e) The Special Servicer represents and warrants that any mission-critical
custom-made software or hardware designed or purchased or licensed by the
Special Servicer and used by the Special Servicer in the course of the operation
or management of, or the compiling, reporting or generation of data required by
this Agreement does not contain any material deficiency (x) in the ability of
such software or hardware to identify correctly or perform calculations or other
processing with respect to dates after August 31, 1999 or (y) that would cause
such software or hardware to be fit no longer for the purpose for which it was
intended by reason of the changing of the date from 1999 to 2000. A breach of
the representation and warranty set forth in this Section 3.23(e) shall
constitute an Event of Default and, without limiting any rights or remedies of
the Trust Fund, the Certificateholders or any other party hereto for a breach
under any other section of this Agreement that may arise out of a breach of the
representation and warranty set forth in this Section 3.23(e), termination shall
be the sole remedy against the Special Servicer for the breach of this covenant.

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     SECTION 3.24. Sub-Servicing Agreement Representation and Warranty.

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

     SECTION 3.25. Designation of Controlling Class Representative and the
                  Schneider Representative.

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

     (b) Within ten (10) Business Days (or as soon thereafter as practicable if
the Controlling Class consists of Book-Entry Certificates) of receiving a
request therefor from the Master Servicer or Special Servicer, the Trustee shall
deliver to the requesting party the identity of the Controlling Class
Representative and a list of each Holder (or, in the case of Book-Entry
Certificates, to the extent actually known to a Responsible Officer of the
Trustee or identified

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thereto by the Depository or the Depository Participants, each Certificate
Owner) of the Controlling Class, including, in each case, names and addresses.
With respect to such information, the Trustee shall be entitled to conclusively
rely on information provided to it by the Depository, and the Master Servicer
and the Special Servicer shall be entitled to rely on such information provided
by the Trustee with respect to any obligation or right hereunder that the Master
Servicer and the Special Servicer may have to deliver information or otherwise
communicate with the Controlling Class Representative or any of the Holders (or,
if applicable, Certificate Owners) of the Controlling Class. In addition to the
foregoing, within two (2) Business Days of the selection, resignation or removal
of a Controlling Class Representative, the Trustee shall notify the other
parties to this Agreement of such event. The expenses incurred by the Trustee in
connection with obtaining information from the Depository or Depository
Participants with respect to any Book-Entry Certificate shall be expenses of the
Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

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

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

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

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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) With respect to the Schneider Mortgage Loan, the Class Q
Certificateholder shall have the right at any time after the Schneider Mortgage
Loan becomes a Specially Serviced Loan to appoint an operating advisor with
respect to the Schneider Mortgage Loan (the "Schneider Representative") by
giving written notice thereof to the Trustee, the Master Servicer and the
Special Servicer, unless the Class Q Certificateholder or an Affiliate of the
Class Q Certificateholder is the Schneider Mortgage Loan borrower. The Class Q
Certificateholder shall have the right in its sole discretion from time to time
to replace the Schneider Representative for the Schneider Mortgage Loan. Any
Schneider Representative appointed by a Class Q Certificateholder shall be
automatically removed in the event that such Class Q Certificateholder or an
Affiliate of such Class Q Certificateholder becomes the Schneider Mortgage Loan
borrower under the Schneider Mortgage Loan. Except as otherwise agreed with the
related Class Q Certificateholder, no such Schneider Representative shall owe
any fiduciary duty to the Trustee, the Master Servicer, the Special Servicer or
any Certificateholder.

                                   ARTICLE IV

                          PAYMENTS TO CERTIFICATEHOLDER

     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), 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;

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

          (iv) to distributions to the Holders of the Class A-1 Certificates and
     the Holders of the Class A-2 Certificates, pro rata in accordance with, in
     an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to each such
     Class of Certificates and not previously reimbursed, plus interest on any
     such Realized Losses and Additional Trust Fund Expenses, accrued at the
     applicable Pass-Through Rate from the date such Realized Losses and/or
     Additional Trust Fund Expenses were allocated to such Class;

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

          (vi) after the Class Principal Balances of the Class A-1 Certificates
     and the Class A-2 Certificates have been reduced to zero, to distributions
     of principal to the Holders of the Class B Certificates, in an amount (not
     to exceed the Class Principal Balance of the Class B Certificates
     outstanding immediately prior to such Distribution Date) equal to the
     entire Principal Distribution Amount for such Distribution Date (net of any
     portion thereof distributed on such Distribution Date to the Holders of any
     other Class of Certificates pursuant to any prior clause of this Section
     4.01(a)).

          (vii) to distributions to the Holders of the Class B Certificates, in
     an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class B
     Certificates and not previously reimbursed, plus interest on any such
     Realized Losses and Additional Trust Fund Expenses, accrued at the
     applicable Pass-Through Rate from the date such Realized Losses and/or
     Additional Trust Fund Expenses were allocated to such Class;

          (viii) to distributions of interest to the Holders of the Class C
     Certificates in an amount equal to all Distributable Certificate Interest
     in respect of such Class

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     of Certificates for such Distribution Date and, to the extent not
     previously paid, for all prior Distribution Dates;

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

          (x) to distributions to the Holders of the Class C Certificates, in an
     amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class C
     Certificates and not previously reimbursed, plus interest on any such
     Realized Losses and Additional Trust Fund Expenses, accrued at the
     applicable Pass-Through Rate from the date such Realized Losses and/or
     Additional Trust Fund Expenses were allocated to such Class;

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

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

          (xiii) to distributions to the Holders of the Class D Certificates, in
     an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class D
     Certificates and not previously reimbursed, plus interest on any such
     Realized Losses and Additional Trust Fund Expenses, accrued at the
     applicable Pass Through Rate from the date such Realized Losses and/or
     Additional Trust Fund Expenses were allocated to such Class;

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

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

          (xvi) to distributions to the Holders of the Class E Certificates, in
     an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class E
     Certificates and not previously reimbursed, plus interest on any such
     Realized Losses and Additional Trust Fund Expenses, accrued at the
     applicable Pass-Through Rate from the date such Realized Losses and/or
     Additional Trust Fund Expenses were allocated to such Class;

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

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

          (xix) to distributions to the Holders of the Class F Certificates, in
     an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class F
     Certificates and not previously reimbursed, plus interest on any such
     Realized Losses and Additional Trust Fund Expenses, accrued at the
     applicable Pass-Through Rate from the date such Realized Losses and/or
     Additional Trust Fund Expenses were allocated to such Class;

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<PAGE>

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

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

          (xxii) to distributions to the Holders of the Class G Certificates, in
     an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class G
     Certificates and not previously reimbursed, plus interest on any such
     Realized Losses and Additional Trust Fund Expenses, accrued at the
     applicable Pass-Through Rate from the date such Realized Losses and/or
     Additional Trust Fund Expenses were allocated to such Class;

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

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

          (xxv) to distributions to the Holders of the Class H Certificates in
     an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates and not previously reimbursed, plus interest on any such
     Realized Losses and Additional Trust Fund Expenses, accrued at the
     applicable Pass-Through Rate from the date

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     such Realized Losses and/or Additional Trust Fund Expenses were allocated
     to such Class;

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

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

          (xxviii) to distributions to the Holders of the Class J Certificates,
     in an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class J
     Certificates and not previously reimbursed, plus interest on any such
     Realized Losses and Additional Trust Fund Expenses, accrued at the
     applicable Pass-Through Rate from the date such Realized Losses and/or
     Additional Trust Fund Expenses were allocated to such Class;

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

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

          (xxxi) to distributions to the Holders of the Class K Certificates, in
     an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class K
     Certificates and not previously reimbursed, plus interest on any such
     Realized Losses and Additional

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     Trust Fund Expenses, accrued at the applicable Pass-Through Rate from the
     date such Realized Losses and/or Additional Trust Fund Expenses were
     allocated to such Class;

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

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

          (xxxiv) to distributions to the Holders of the Class L Certificates,
     in an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class L
     Certificates and not previously reimbursed, plus interest on any such
     Realized Losses and Additional Trust Fund Expenses, accrued at the
     applicable Pass-Through Rate from the date such Realized Losses and/or
     Additional Trust Fund Expenses were allocated to such Class;

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

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

          (xxxvii) to distributions to the Holders of the Class M Certificates,
     in an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class M
     Certificates and not

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<PAGE>

     previously reimbursed, plus interest on any such Realized Losses and
     Additional Trust Fund Expenses, accrued at the applicable Pass-Through Rate
     from the date such Realized Losses and/or Additional Trust Fund Expenses
     were allocated to such Class;

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

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

          (xl) to distributions to the Holders of the Class N Certificates, in
     an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class N
     Certificates and not previously reimbursed, plus interest on any such
     Realized Losses and Additional Trust Fund Expenses, accrued at the
     applicable Pass-Through Rate from the date such Realized Losses and/or
     Additional Trust Fund Expenses were allocated to such Class;

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

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

          (xliii) to distributions to the Holders of the Class O Certificates,
     in an amount equal to, and in reimbursement of, all Realized Losses and
     Additionally

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<PAGE>


     Trust Fund Expenses, if any, previously allocated to the Class O
     Certificates and not previously reimbursed, plus interest on any such
     Realized Losses and Additional Trust Fund Expenses, accrued at the
     applicable Pass-Through Rate from the date such Realized Losses and/or
     Additional Trust Fund Expenses were allocated to such Class;

          (xliv) to make distributions to the Holders of the Class R-IV
     Certificates, in an amount equal to the excess, if any, of (A) the
     aggregate distributions deemed made in respect of the REMIC III Regular
     Interests on such Distribution Date pursuant to Section 4.01(h), over (B)
     the aggregate distributions deemed made in respect of the Regular
     Certificates on such Distribution Date pursuant to clauses (i) through (xl)
     above;

          (xlv) to make distributions to the Holders of the Class R-III
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions deemed made in respect of the REMIC II Regular
     Interests on such Distribution Date pursuant to Section 4.01(i), over (B)
     the aggregate distributions deemed made in respect of the REMIC III Regular
     Interests on such Distribution Date pursuant to Section 4.01(h);

          (xlvi) 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 made on the Majority Mortgage Loans and deemed made
     in respect of the REMIC I Senior Regular Interest pursuant to Section
     4.01(j) on such Distribution Date, over the aggregate distributions deemed
     made in respect of the REMIC II Regular Interests on such Distribution Date
     pursuant to Section 4.01(i); and

          (xlvii) to make distributions to the Holders of the Class R-I
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions made on the Schneider Mortgage Loan on such
     Distribution Date, over (B) the sum of (1) the aggregate distributions
     deemed made in respect of the REMIC I Senior Regular Interest on such
     Distribution Date pursuant to Section 4.01(j) and (2) the aggregate
     distributions made in respect of the Class Q Certificates on such
     Distribution Date pursuant to Section 4.01(k)(iv), (v) and (vi).

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

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<PAGE>

for such Distribution Date. Distributions in reimbursement of Realized Losses
and Additional Trust Fund Expenses previously allocated to a Class of
Certificates shall not constitute distributions of principal and shall not
result in reduction of the related Class Principal Balance.

     All distributions of interest made in respect of the Class IO Certificates
on any Distribution Date pursuant to clause (i) above, shall be deemed to have
been made in respect of all the Components of such Class, pro rata in accordance
with the respective amounts of Distributable Certificate Interest that would be
payable on such Components on such Distribution Date if each such Component were
treated as a separate Class of Regular Certificates.

     (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 distribute each such Prepayment
Premium and/or Yield Maintenance Charge, as additional yield, as follows:

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

               (A)  First, to the Holders of the respective Classes of
                    Sequential Pay 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 (x)
                    the amount of such Prepayment Premiums, multiplied by (y) 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, multiplied by (z) 25%;
                    and

               (B)  Second, to the Holders of the Class IO Certificates, to the
                    extent of any remaining portion of such Prepayment Premiums
                    (distributions pursuant to this sub-clause (i)(B) to be
                    deemed allocable among the respective Components of the
                    Class IO Certificates on a pro rata basis in accordance with
                    the respective amounts of Accrued Component Interest in
                    respect of such Components for the subject Distribution
                    Date).

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<PAGE>

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

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

               (B)  Second, to the Holders of the Class IO Certificates, to the
                    extent of any remaining portion of such Yield Maintenance
                    Charge (distributions pursuant to this sub-clause (ii)(B) to
                    be deemed allocable among the respective Components of the
                    Class IO Certificates on a pro rata basis in accordance with
                    the respective amounts of Accrued Component Interest in
                    respect of such Components for the subject Distribution
                    Date).

     On each Distribution Date, the Paying Agent shall withdraw from the
Distribution Account any amounts that represent Additional Interest (A) actually
collected on the ARD Loans (other than the Schneider Mortgage Loan) and any
related REO Loans during the related Collection Period and (B) actually
collected on the Schneider Mortgage Loan or related REO Loan during the related
Collection Period and allocated to the Schneider Senior Component and shall
distribute such amounts among the Holders of the Sequential Pay Certificates on
a pro rata basis in accordance with the respective Original Class Principal
Balances of such Classes of Certificates, without regard to whether any such
Class is entitled to distributions of principal on such Distribution Date
(whether by reason of its Class Principal Balance having been reduced to zero or
by reason of it not yet being entitled to distributions of principal).
Additional Interest actually collected on the Schneider Mortgage Loan or related
REO Loan during any Collection Period shall be allocated between the Schneider
Senior Component and Schneider Subordinate Component on a pro rata basis in
accordance with the original Schneider Senior Balance and the original Schneider
Subordinate Balance, respectively, and on each Distribution Date, the Paying
Agent shall withdraw from the Distribution Account any Additional Interest
allocated to the Schneider Subordinate Component and shall distribute such
amount to the Holder of the Class Q Certificates. Notwithstanding that the Class
Principal Balance of any such Class of Certificates has been reduced to zero,
the Holders thereof shall remain entitled to any such distributions of
Additional Interest, provided that the Trustee's obligation is limited to
distributions to the last Certificateholder of record.

                                      156

<PAGE>

     On each Distribution Date, the Paying Agent shall withdraw amounts from the
Excess Liquidation Proceeds and PPIE Reserve Account and shall distribute such
amounts in the following priority:

          (i) first, to reimburse the Holders of the Sequential Pay Certificates
     (in order of alphabetical Class designation) up to an amount equal to all
     Realized Losses or Additional Trust Fund Expenses, if any, previously
     allocated to them and unreimbursed after application of the Available
     Distribution Amount for such Distribution Date, plus interest on any such
     Realized Losses and Additional Trust Fund Expenses, accrued at the
     applicable Pass-Through Rate from the date such Realized Losses and/or
     Additional Trust Fund Expenses were allocated to such Class;

          (ii) second, for distribution to the Master Servicer as additional
     servicing compensation, the excess, if any, of (x) the balance of the
     Excess Liquidation Proceeds and PPIE Reserve Account on such Distribution
     Date over (y) the aggregate Certificate Principal Balances of the Class H,
     Class J, Class K, Class L, Class M, Class N and Class O Certificates as of
     such Distribution Date;

          (iii) third, upon the reduction of the aggregate Class Principal
     Balance of the Class H, Class J, Class K, Class L, Class M, Class N and
     Class O Certificates to zero, to pay any amounts remaining on deposit in
     such account to the Master Servicer as additional Master Servicer
     compensation.

     (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

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<PAGE>

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-IV 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

                                      158

<PAGE>

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-IV 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), the first
paragraph of Section 4.01(b) or

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Section 9.01 shall be deemed to have first been distributed from REMIC III to
REMIC IV in respect of its Corresponding REMIC III Regular Interest set forth in
the Preliminary Statement hereto; and all distributions made in respect of the
Class IO Certificates on each Distribution Date pursuant to Section 4.01(a), the
first paragraph of Section 4.01(b) or Section 9.01, and allocable to any
particular Component of such Class of Certificates, shall be deemed to have
first been distributed from REMIC III to REMIC IV in respect of such Component's
Corresponding REMIC III Regular Interest. In each case, if such distribution on
any such Class of Regular Certificates was a distribution of interest, of
principal, of Prepayment Premiums or Yield Maintenance Charges 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 III Regular Interest
pursuant to the preceding sentence shall be deemed to also be a distribution of
interest, of principal, of Prepayment Premiums or Yield Maintenance Charges or
in reimbursement of previously allocated Realized Losses and Additional Trust
Fund Expenses, as the case may be, in respect of such REMIC III Regular
Interest.

          (i) On each Distribution Date, including, without limitation, the
     final Distribution Date in connection with a termination of the Trust Fund,
     the Available Distribution Amount for such date shall be deemed to have
     been distributed from REMIC II to REMIC III in respect of the REMIC II
     Regular Interests, in each case to the extent of the remaining portions of
     such funds, for the following purposes and in the following order of
     priority:

          (i) as deemed distributions of interest in respect of the REMIC II
     Regular Interests, in an amount equal to, and pro rata in accordance with,
     all Uncertificated Distributable Interest in respect of each such REMIC II
     Regular Interest for such Distribution Date and, to the extent not
     previously deemed distributed, for all prior Distribution Dates;

          (ii) as deemed distributions of principal in respect of the REMIC II
     Regular Interests, in an amount equal to, and pro rata in accordance with,
     as to each such REMIC II Regular Interest, the excess, if any, of the REMIC
     Principal Balance of such REMIC II Regular Interest outstanding immediately
     prior to such Distribution Date, over the REMIC Principal Balance of the
     related REMIC I Senior Regular Interest or the related Majority Mortgage
     Loan (or successor REO Loan), as applicable, that will be outstanding
     immediately following such Distribution Date; and

          (iii) as deemed distributions in respect of the REMIC II Regular
     Interests, in an amount equal to, pro rata in accordance with, and in
     reimbursement of, any Realized Losses and Additional Trust Fund Expenses
     (with compounded interest), previously allocated to each such REMIC II
     Regular Interest.

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     Any Prepayment Premiums or Yield Maintenance Charges with respect to the
Majority Mortgage Loans distributed to any Class of Regular Certificates on any
Distribution Date shall, in each case, be deemed to have been distributed from
REMIC II to REMIC III in respect of the REMIC II Regular Interest corresponding
to the related Majority Mortgage Loan or REO Loan, as the case may be, in
respect of which such premium or charge was received.

     (j) On each Distribution Date, including, without limitation, the final
Distribution Date in connection with a termination of the Trust Fund, the
applicable portion of the Available Distribution Amount for such date shall be
deemed to have first been distributed from REMIC I to REMIC II in respect of the
REMIC I Senior Regular Interest, to the extent of the remaining portions of such
funds, for the following purposes and in the following order of priority:

          (i) as a deemed distribution of interest in respect of the REMIC I
     Senior Regular Interest, in an amount equal to all Uncertificated
     Distributable Interest in respect of the REMIC I Senior Regular Interest
     for such Distribution Date and, to the extent not previously deemed
     distributed, for all prior Distribution Dates;

          (ii) as a deemed distribution of principal in respect of the REMIC I
     Senior Regular Interest, in an amount equal to the excess, if any, of the
     REMIC Principal Balance of the REMIC I Senior Regular Interest outstanding
     immediately prior to such Distribution Date, over the Schneider Senior
     Balance that will be outstanding immediately following such Distribution
     Date; and

          (iii) as deemed distributions in respect of the REMIC I Senior Regular
     Interest, in an amount equal to, pro rata in accordance with, and in
     reimbursement of, any Realized Losses and Additional Trust Fund Expenses
     (with compounded interest), previously allocated to the REMIC I Senior
     Regular Interest.

     (k) 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), to the extent related to the Schneider
Mortgage Loan, for the following purposes and in the following order of
priority, in each case to the extent of the remaining portion of the Schneider
Available Distribution Amount:

          (i) to the Certificateholders (other than the Holders of the Class Q
     Certificates) as part of the Available Distribution Amount for such
     Distribution Date, in an amount equal to all Distributable Schneider Senior
     Component Interest

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for such Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates;

          (ii) as an allocation to the Schneider Senior Component to be part of
     the Available Distribution Amount for such Distribution Date, up to an
     amount equal to the lesser of (A) the portion of such amounts being
     distributed that are allocable to principal of the Schneider Mortgage Loan
     and (B) the Schneider Senior Balance outstanding immediately prior to such
     Distribution Date;

          (iii) to the Certificateholders (other than the Holders of the Class Q
     Certificates) as part of the Available Distribution Amount for such
     Distribution Date, as reimbursement for all Realized Losses and Additional
     Trust Fund Expenses on the Schneider Mortgage Loan, if any, previously
     allocated to the Certificateholders (other than the Holders of the Class Q
     Certificates) and for which no reimbursement has previously been received,
     plus interest on any such Realized Losses and Additional Trust Fund
     Expenses, accrued at the Schneider Mortgage Loan Remittance Rate from the
     date such Realized Losses and/or Additional Trust Fund Expenses were
     allocated to such Class;

          (iv) to make distributions of interest to the Holders of the Class Q
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class for such Distribution Date and, to the
     extent not previously distributed, for all prior Distribution Dates, if
     any;

          (v) after the Schneider Senior Balance has been reduced to zero, to
     make distributions of principal to the Holders of the Class Q Certificates,
     in an amount not to exceed the Class Principal Balance of the Class Q
     Certificates outstanding immediately prior to such Distribution Date; and

          (vi) to make distributions to the Holders of the Class Q Certificates,
     in an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class Q
     Certificates and for which no reimbursement has been previously received,
     plus interest on any such Realized Losses and Additional Trust Fund
     Expenses, accrued at the applicable Pass-Through Rate from the date such
     Realized Losses and/or Additional Trust Fund Expenses were allocated to
     such Class.

     (l)  On each Distribution Date, the Companion Paying Agent (based upon a
          statement of the Master Servicer to be delivered to the Trustee that
          specifies the amount required to be deposited in the Companion
          Distribution Account and any amounts payable to the Master Servicer
          from the Companion

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          Distribution Account pursuant to this Section 4.01(l)) shall make
          withdrawals and payments from the Companion Distribution Account for
          the Crowne Plaza Companion Loan in the following order of priority:

          (i)  to pay itself and the Master Servicer any accrued and unpaid
               Trustee Fees or Master Servicing Fees with respect to the Crowne
               Plaza Companion Loan;

          (ii) to pay the Trustee or any of its directors, officers, employees
               and agents, as the case may be, any amounts payable or
               reimbursable to any such Person pursuant to Section 8.05, to the
               extent any such amounts relate solely to the Loan Pair;

         (iii) to pay for the cost of the Opinions of Counsel sought by the
               Trustee (A) as provided in clause (v) of the definition of
               "Disqualified Organization", or (B) as contemplated by Sections
               9.02(a)(i) and 10.01(i), to the extent any such costs relate
               solely to the Loan Pair;

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

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

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

         (vii) 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

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related Record Date, by check sent by first-class mail to the address of such
Companion Holder or its agent appearing on the Register). Any such account shall
be located at a commercial bank in the United States.

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

     (a) On each Distribution Date, the Trustee shall forward by mail (or by
electronic transmission acceptable to the recipient) to each Certificateholder,
each initial Certificate Owner and (upon written request made to the Trustee)
each subsequent Certificate Owner (as identified to the reasonable satisfaction
of the Trustee), the Depositor, the Master Servicer, the Special Servicer, the
Underwriters and each Rating Agency, a statement (a "Distribution Date
Statement"), as to the distributions made on such Distribution Date, based on
information provided to it by the Master Servicer and the Special Servicer,
setting forth:

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

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

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

          (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

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     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), the balance of
               the Excess Liquidation Proceeds and PPIE Reserve Account and (C)
               the amount of any Realized Loss in respect of the related REO
               Loan in connection with such Final Recovery Determination;

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

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

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

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

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

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

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

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

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

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

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        (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 R-I Certificates, Class R-II Certificates, Class R-III and
               Class R-IV Certificates on such Distribution Date.

     In the case of information to be furnished pursuant to clauses (i) through
(iv) above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per Single Certificate. In the
case of information provided to the Trustee as a basis for information to be
furnished pursuant to clauses (x) through (xiii), and (xxiv) above, insofar as
the underlying information is solely within the control of the Special Servicer,
the Trustee and the Master Servicer may, absent manifest error, conclusively
rely on the reports to be provided by the Special Servicer.

     The Trustee may rely on and shall not be responsible absent manifest error
for the content or accuracy of any information provided by third parties for
purposes of preparing the Distribution Date Statement and may affix thereto any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).

     The Trustee shall make available or shall cause to be delivered on each
Distribution Date either electronically or by first class mail to each
Certificateholder, the Depositor, the Underwriters, each Rating Agency, the
Special Servicer and any other Person designated in writing by the Depositor (by
hard copy, on diskette or via such other electronic medium as is mutually
acceptable to the Trustee and the recipient) a copy of the following nine
reports or in the case of reports to Persons designated in writing by the
Depositor, any of the following nine reports delivered to it by the Master
Servicer pursuant to Section 3.12(c): (i) the Delinquent Loan Status Report,
(ii) the Historical Liquidation Report, (iii) the Historical Loan Modification
Report, (iv) the REO Status Report, (v) the Watch List, (vi) a Comparative
Financial Status Report, (vii) an

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Operating Statement Analysis, (viii) an NOI Adjustment Worksheet and (ix) an
Interim Delinquent Loan Status Report. The Trustee shall make available or shall
cause to be delivered on each Distribution Date by first class mail (or by
electronic transmission acceptable to the recipient) to each Certificateholder,
each Certificate Owner, the Underwriters, the Depositor, each Rating Agency and
each other Person that received a Distribution Date Statement on such
Distribution Date a hard copy (or a copy in an electronic medium acceptable to
the recipient) of the CMSA Loan Periodic Update File, the CMSA Property File,
the CMSA Bond File, and the CMSA Collateral Summary File containing information
regarding each Mortgaged Property most recently received from the Master
Servicer. Absent manifest error, none of the Master Servicer or the Special
Servicer shall be responsible for the accuracy or completeness of any
information supplied to it by a borrower or third party that is included in any
reports, statements, materials or information prepared or provided by the Master
Servicer or the Special Servicer, as applicable. The Trustee shall not be
responsible absent manifest error for the accuracy or completeness of any
information supplied to it for delivery pursuant to this Section. Neither the
Trustee, the Master Servicer nor the Special Servicer shall have any obligation
to verify the accuracy or completeness of any information provided by a
Mortgagor or third party.

     Within a reasonable period of time after the end of each calendar year, the
Trustee shall, upon request, send to each Person who at any time during the
calendar year was a Certificateholder of record, a report summarizing on an
annual basis (if appropriate) the items provided to Certificateholders pursuant
to clauses (i), (ii), (iii) and (iv) of the description of "Distribution Date
Statement" above and such other information as may be required to enable such
Certificateholders to prepare their federal income tax returns. Such information
shall include the amount of original issue discount accrued on each Class of
Certificates and information regarding the expenses of the Trust Fund. Such
requirement shall be deemed to be satisfied to the extent such information is
provided pursuant to applicable requirements of the Code from time to time in
force.

     On each Distribution Date, the Trustee shall provide or make available to
The Trepp Group (at 477 Madison Avenue, 18th Floor, New York, New York 10022, or
such other address as The Trepp Group may hereafter designate), a copy of the
Distribution Date Statement forwarded to the Holders of the Regular Certificates
on such Distribution Date.

     If any Certificate Owner does not receive through the Depository or any of
its Depository Participants any of the statements, reports and/or other written
information described above in this Section 4.02(a) that it would otherwise be
entitled to receive if it were the Holder of a Definitive Certificate evidencing
its ownership interest in the related Class of Book Entry Certificates, then the
Trustee shall mail or cause the mailing of such statements, reports and/or other
written information to such Certificate Owner upon the request of such
Certificate Owner made in writing to the Corporate Trust Office (accompanied by
current verification of such Certificate Owner's ownership interest). Such
portion of such information as may be agreed upon by the Depositor and the
Trustee shall be furnished to any such Person via overnight courier

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delivery or telecopy from the Trustee; provided that the cost of such overnight
courier delivery or telecopy shall be an expense of the party requesting such
information.

     The Trustee shall only be obligated to deliver the statements, reports and
information contemplated by this Section 4.02(a) to the extent it receives the
necessary underlying information from the Special Servicer or Master Servicer,
as applicable, and shall not be liable for any failure to deliver any thereof on
the prescribed due dates, to the extent caused by failure to receive timely such
underlying information. Nothing herein shall obligate the Trustee or the Master
Servicer to violate any applicable law prohibiting disclosure of information
with respect to any Mortgagor and the failure of the Trustee, Master Servicer or
the Special Servicer to disseminate information for such reason shall not be a
breach hereof.

     (b) Not later than 2:00 p.m. New York City time on the second Business Day
preceding each Distribution Date the Master Servicer shall furnish to the
Trustee, the Depositor, the Special Servicer and the Underwriters, by electronic
transmission (or in such other form to which the Trustee or the Depositor, as
the case may be, and the Master Servicer may agree), with a hard copy of such
transmitted information to follow promptly, an accurate and complete CMSA Loan
Periodic Update File providing the required information for the Mortgage Loans
as of such Determination Date. The Depositor shall provide the information
necessary for the CMSA set up file. Not later than 2:00 p.m. New York City time
on the second Business Day preceding each Distribution Date, the Master Servicer
shall deliver to the Trustee notice of the Discount Rate applicable to each
Principal Prepayment received in the related Collection Period.

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


     SECTION 4.03. P&I Advances.

     (a) On or before 2:00 p.m., New York City time, on each P&I Advance Date,
the Master Servicer shall (i) apply amounts in the Certificate Account received
after the end of the related Collection Period or otherwise held for future
distribution to Certificateholders in subsequent months in discharge of its
obligation to make P&I Advances or (ii) subject to Section 4.03(c) below, remit
from its own funds to the Paying Agent for deposit into the

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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

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respect to any Required Appraisal Loan, then, with respect to the Distribution
Date immediately following the date of such determination and with respect to
each subsequent Distribution Date for so long as such Appraisal Reduction Amount
exists with respect to such Required Appraisal Loan, the Master Servicer or the
Trustee will be required in the event of subsequent delinquencies to advance in
respect of such Mortgage Loan only an amount equal to the sum of (A) the amount
of the interest portion of the P&I Advance that would otherwise be required
without regard to this clause (ii), minus the product of (1) such Appraisal
Reduction Amount and (2) the per annum Pass-Through Rate (i.e., for any month,
one-twelfth of the Pass-Through Rate) applicable to the Class of Certificates to
which such Appraisal Reduction Amount is allocated pursuant to Section 4.04(f)
and (B) the amount of the principal portion of the P&I Advance that would
otherwise be required without regard to this clause (ii).

     (c) Notwithstanding anything herein to the contrary, no P&I Advance shall
be required to be made hereunder if such P&I Advance would, if made, constitute
a Nonrecoverable P&I Advance. The determination by the Master Servicer that it
has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made,
would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officers' Certificate delivered to the Trustee and the Depositor on or before
the related P&I Advance Date, setting forth the basis for such determination,
together with any other information, including Appraisals (the cost of which
shall be paid by the Master Servicer as a Servicing Advance) (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

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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 (i) subject to the terms of the
Co-Lender Agreement with respect to the Loan Pair, out of late payment charges
and Penalty Interest collected on or in respect of all of the Mortgage Loans and
REO Loans during the same Collection Period in which such P&I 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 (ii) to the extent that the late payment
charges and Penalty Interest described in the immediately preceding clause (i)
are insufficient, but only after such P&I Advance has been reimbursed, out of
general collections on the Mortgage Loans and any REO Properties on deposit in
the Certificate Account. 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.

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

     (a) On each Distribution Date, following all distributions to be made on
such date pursuant to Section 4.01, the Paying Agent shall allocate first to the
Class Q Certificates until the remaining Class Principal Balance thereof has
been reduced to zero, the aggregate of all Realized Losses and Additional Trust
Fund Expenses that were incurred with respect to the Schneider Mortgage Loan at
any time following the Cut-off Date through the end of the related Collection
Period and in any event that were not previously allocated pursuant to this
Section 4.04(a) on any prior Distribution Date, but only to the extent that (i)
the sum of the Schneider Senior Balance and the Schneider Subordinate Balance as
of such Distribution Date (after taking into account all of the distributions
made on such Distribution Date pursuant to Section 4.01), exceeds (ii) the
aggregate Stated Principal Balance of the Schneider Mortgage Loan that will be
outstanding immediately following such Distribution Date. On each Distribution
Date, following all distributions to be made on such date pursuant to Section
4.01, the Paying Agent shall allocate to the respective Classes of Sequential
Pay Certificates as follows the aggregate of all Realized

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Losses and Additional Trust Fund Expenses that were incurred at any time
following the Cut-off Date through the end of the related Collection Period, to
the extent not allocated to the Class Q Certificates on such Distribution Date,
and in any event that were not previously allocated pursuant to this Section
4.04(a) on any prior Distribution Date, but only to the extent that (i) the
aggregate Certificate Principal Balance of the Sequential Pay Certificates as of
such Distribution Date (after taking into account all of the distributions made
on such Distribution Date pursuant to Section 4.01), exceeds (ii) the excess of
the aggregate Stated Principal Balance of the Mortgage Pool that will be
outstanding immediately following such Distribution Date over the Schneider
Subordinate Balance immediately following such Distribution Date: first, to the
Class O Certificates, until the remaining Class Principal Balance thereof has
been reduced to zero; second, to the Class N Certificates, until the remaining
Class Principal Balance thereof has been reduced to zero; third, to the Class M
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; fourth, to the Class L Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; fifth, to the Class K
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; sixth, to the Class J Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; seventh, to the Class H
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; eighth, to the Class G Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; ninth, to the Class F
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; tenth, to the Class E Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; eleventh, to the Class D
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; twelfth, to the Class C Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; thirteenth, to the Class B
Certificates, until the remaining Class Principal Balance thereto has been
reduced to zero; and fourteenth pro rata (based on remaining Class Principal
Balances) to the Class A-1 Certificates and the Class A-2 Certificates, until
the Class Principal Balances thereof are reduced to zero. Any allocation of
Realized Losses and Additional Trust Fund Expenses to a Class of Regular
Certificates shall be made by reducing the Class Principal Balance thereof by
the amount so allocated. All Realized Losses and Additional Trust Fund Expenses,
if any, allocated to a Class of Regular Certificates shall be allocated among
the respective Certificates of such Class in proportion to the Percentage
Interests evidenced thereby. All Realized Losses and Additional Trust Fund
Expenses, if any, that have not been allocated to the Regular Certificates as of
the Distribution Date on which the aggregate Certificate Principal Balance of
such Certificates has been reduced to zero, shall be deemed allocated to the
Residual Certificates.

     (b) Each Realized Loss and Additional Trust Fund Expense, if any, allocated
to the Class A-1 Certificates on any Distribution Date shall be deemed to have
first been allocated to REMIC III Regular Interest L with a corresponding
reduction in the REMIC Principal Balance of such REMIC III Regular Interest;
each Realized Loss and Additional Trust Fund Expense, if any, allocated to the
Class A-2 Certificates on any Distribution Date shall be deemed to have first
been allocated to REMIC III Regular Interest with a corresponding reduction in
the REMIC Principal Balance of such REMIC III Regular Interest; each Realized
Loss and Additional Trust

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Fund Expense, if any, allocated to the Class B Certificates on any Distribution
Date shall be deemed to have first been allocated to REMIC III Regular Interest
M with a corresponding reduction in the REMIC Principal Balance of such REMIC
III Regular Interest; each Realized Loss and Additional Trust Fund Expense, if
any, allocated to the Class C Certificates on any Distribution Date shall be
deemed to have first been allocated to REMIC III Regular Interest O with a
corresponding reduction in the REMIC Principal Balance of such REMIC III Regular
Interest; each Realized Loss and Additional Trust Fund Expense, if any,
allocated to the Class D Certificates on any Distribution Date shall be deemed
to have first been allocated to REMIC III Regular Interest P with a
corresponding reduction in the REMIC Principal Balance of such REMIC III Regular
Interest; each Realized Loss and Additional Trust Fund Expense, if any,
allocated to the Class E Certificates on any Distribution Date shall be deemed
to have first been allocated to REMIC III Regular Interest Q with a
corresponding reduction in the REMIC Principal Balance of such REMIC III Regular
Interest; each Realized Loss and Additional Trust Fund Expense, if any,
allocated to the Class F Certificates on any Distribution Date shall be deemed
to have first been allocated to REMIC III Regular Interest R with a
corresponding reduction in the REMIC Principal Balance of such REMIC III Regular
Interest; each Realized Loss and Additional Trust Fund Expense, if any,
allocated to the Class G Certificates on any Distribution Date shall be deemed
to have first been allocated to REMIC III Regular Interest S with a
corresponding reduction in the REMIC Principal Balance of such REMIC III Regular
Interest; each Realized Loss and Additional Trust Fund Expense, if any,
allocated to the Class H Certificates on any Distribution Date shall be deemed
to have first been allocated to REMIC III Regular Interest T with a
corresponding reduction in the REMIC Principal Balance of such REMIC III Regular
Interest; each Realized Loss and Additional Trust Fund Expense, if any,
allocated to the Class J Certificates on any Distribution Date shall be deemed
to have first been allocated to REMIC III Regular Interest U with a
corresponding reduction in the REMIC Principal Balance of such REMIC III Regular
Interest; each Realized Loss and Additional Trust Fund Expense, if any,
allocated to the Class K Certificates on any Distribution Date shall be deemed
to have first been allocated to REMIC III Regular Interest V with a
corresponding reduction in the REMIC Principal Balance of such REMIC III Regular
Interest; each Realized Loss and Additional Trust Fund Expense, if any,
allocated to the Class L Certificates on any Distribution Date shall be deemed
to have first been allocated to REMIC III Regular Interest W with a
corresponding reduction in the REMIC Principal Balance of such REMIC III Regular
Interest; each Realized Loss and Additional Trust Fund Expense, if any,
allocated to the Class M Certificates on any Distribution Date shall be deemed
to have first been allocated to REMIC III Regular Interest X with a
corresponding reduction in the REMIC Principal Balance of such REMIC III Regular
Interest; each Realized Loss and Additional Trust Fund Expense, if any,
allocated to the Class N Certificates on any Distribution Date shall be deemed
to have first been allocated to REMIC III Regular Interest Y with a
corresponding reduction in the REMIC Principal Balance of such REMIC III Regular
Interest; and each Realized Loss and Additional Trust Fund Expense, if any,
allocated to the Class O Certificates on any Distribution Date shall be deemed
to have first been allocated to REMIC III Regular Interest Z with a
corresponding reduction in the REMIC Principal Balance of such REMIC III Regular
Interest.

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     (c) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC II Regular Interests pursuant to Section 4.01(i),
the REMIC Principal Balance of each REMIC II Regular Interest (after taking
account of such deemed distributions) shall be reduced to equal the REMIC
Principal Balance of the related REMIC I Senior Regular Interest or the Stated
Principal Balance of the related Majority Mortgage Loan or REO Loan, as the case
may be, that will be outstanding immediately following such Distribution Date.
Such reductions shall be deemed to be an allocation of Realized Losses and
Additional Trust Fund Expenses.

     (d) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC I Senior Regular Interest pursuant to Section
4.01(j), the REMIC Principal Balance of the REMIC I Senior Regular Interest
(after taking account of such deemed distributions) shall be reduced to equal
the Schneider Senior Balance that will be outstanding immediately following such
Distribution Date. Such reductions shall be deemed to be an allocation of
Realized Losses and Additional Trust Fund Expenses.

     (e) On any Distribution Date, the amount of any Mortgage Deferred Interest
with respect to the Schneider Mortgage Loan will be allocated as Certificate
Deferred Interest to the Class Q Certificates, up to the Accrued Certificate
Interest for such Class of Certificates for such Distribution Date. On each such
Distribution Date, the Certificate Principal Balance of the Class Q Certificates
will be increased by the amount of Certificate Deferred Interest allocated to
such Class. On any Distribution Date, the amount of any Mortgage Deferred
Interest, to the extent not allocated to the Class Q Certificates in accordance
with the immediately preceding sentence, will be allocated as Certificate
Deferred Interest to each outstanding Class of Sequential Pay Certificates in
reverse alphabetical order, in each case up to the respective Accrued
Certificate Interest for each such Class of Certificates for such Distribution
Date. On each such Distribution Date, the Certificate Principal Balance of each
Class of Certificates to which Certificate Deferred Interest has been allocated
will be increased by the amount of Certificate Deferred Interest allocated to
such Class.

     (f) Any Appraisal Reduction Amounts will be allocated only for purposes of
determining the amount of P&I Advances with respect to the related Mortgage
Loan, as follows: if such Appraisal Reduction Amount is with respect to the
Schneider Mortgage Loan, to the Class Principal Balance of the Class Q
Certificates, and to the extent such Appraisal Reduction Amount with respect to
the Schneider Mortgage Loan is greater than the Class Principal Balance of the
Class Q Certificates or such Appraisal Reduction Amount is with respect to any
other Mortgage Loan, to the Class Principal Balance of the 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

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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(f).

     SECTION 4.05. Calculations.

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

     SECTION 4.06. Use of Agents.

     The Master Servicer or the Trustee may at its own expense utilize agents or
attorneys-in-fact in performing any of its obligations under this Article IV
(except the obligation to make P&I Advances), but no such utilization shall
relieve the Master Servicer or the Trustee from any of such obligations or
liabilities, and the Master Servicer or the Trustee, as applicable, shall remain
responsible for all acts and omissions of any such agent or attorney-in-fact
(other than with respect to limited powers-of-attorney delivered by the Trustee
to the Master Servicer or Special Servicer pursuant to Section 2.03(b) and
3.01(b), as applicable, in which case the Trustee shall have no such
responsibility)

                                   ARTICLE V

                                THE CERTIFICATES

     SECTION 5.01. The Certificates.

     (a) The Certificates will be substantially in the respective forms attached
hereto as Exhibit A; provided that any of the Certificates may be issued with
appropriate insertions,

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omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03 beneficial ownership interests in the
Regular Certificates and the Class Q Certificates shall initially be held and
transferred through the book-entry facilities of the Depository. The Regular
Certificates and Class Q 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 R-I
Certificates, the Class R-II Certificates, the Class R-III Certificates and the
Class R-IV Certificates shall have no minimum denomination and shall each be
represented by a single definitive certificate.

     (b) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by the Certificate Registrar hereunder by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers of the Certificate
Registrar shall be entitled to all benefits under this Agreement, subject to the
following sentence, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, however, unless there appears on such Certificate a certificate
of authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

     SECTION 5.02. Registration of Transfer and Exchange of Certificates.

     (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar (located as of the Closing Date at Wells
Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0113), shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Trustee is hereby initially appointed (and
hereby agrees to act in accordance with the terms hereof) as Certificate
Registrar for the purpose of registering Certificates and transfers and
exchanges of Certificates as herein provided. The Certificate Registrar may
appoint, by a written instrument delivered to the Depositor, the Trustee, the
Special Servicer and (if the

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Trustee is not the Certificate Registrar) the Master Servicer, any other bank or
trust company to act as Certificate Registrar under such conditions as the
predecessor Certificate Registrar may prescribe, provided that the predecessor
Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee resigns
or is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its duties as Certificate Registrar. The Depositor, the
Trustee (if it is no longer the Certificate Registrar), the Master Servicer and
the Special Servicer shall have the right to inspect the Certificate Register or
to obtain a copy thereof at all reasonable times, and to rely conclusively upon
a certificate of the Certificate Registrar as to the information set forth in
the Certificate Register. Upon written request of any Certificateholder made for
purposes of communicating with other Certificateholders with respect to their
rights under this Agreement, the Certificate Registrar shall promptly furnish
such Certificateholder with a list of the other Certificateholders of record
identified in the Certificate Register at the time of the request.

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

     In connection with transfer of the Non-Registered Certificates, the
Depositor shall furnish upon request of a Certificateholder or Certificate Owner
to such Holder or Certificate

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Owner and any prospective purchaser designated by such Certificateholder or
Certificate Owner the information required to be delivered under paragraph
(d)(4) of Rule 144A of the Securities Act.

     Notwithstanding the foregoing, for so long as any Non-Registered
Certificate is a Book-Entry Certificate, (a) each prospective transferor of such
Certificate shall be deemed to have represented to the Trustee, the Depositor
and the transferee of such Certificate the information set forth on Exhibit G-1
upon or prior to such transfer and (b) each prospective transferee of such
Certificate shall be deemed to have represented to the Trustee, the Depositor
and the transferor of such Certificate the information set forth on Exhibit G-2
or Exhibit G-3 upon or prior to such transfer.

     (c) (i) No transfer of a Class A Certificate or Class IO 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 entity deemed to
hold plan assets of the foregoing by reason of a plan's investment in such
entity (each, a "Plan") unless such Plan (1) qualifies as an accredited investor
as defined in Rule 501(a)(1) of Regulation D under the Securities Act and at the
time of such transfer, the Class A Certificates or the Class IO Certificates, as
applicable, are rated in one of the top four rating categories by at least one
Rating Agency, (2) the purchaser is an insurance company general account that is
eligible for, and satisfies all of the requirements of, Section III of
Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
or (3) can provide 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.
Each Person who acquires a Class A Certificate or Class IO 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 Class A Certificate or Class IO 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.

     (ii) No transfer of a Subordinated Certificate or any interest therein
shall be made to any Plan unless it either (1) is an insurance company general
account which is eligible for, and satisfies all the requirements of, exemptive
relief under Section III of PTE 95-60 or (2) can provide 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. Each Person who acquires a
Subordinated 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 Subordinated 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.

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     (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:

          (A)  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.

          (B)  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-1 (in any case, a "Transfer Affidavit and Agreement"), from the
               proposed Transferee, in form and substance satisfactory to the
               Certificate Registrar, and upon which the Certificate Registrar
               may, in the absence of actual knowledge by a Responsible Officer
               of either the Trustee or the Certificate Registrar to the
               contrary, conclusively rely, representing and warranting, among
               other things, that such Transferee is a Permitted Transferee,
               that it is not acquiring its Ownership Interest in the Residual
               Certificate that is the subject of the proposed Transfer as a
               nominee, trustee or agent for any Person that is not a Permitted
               Transferee, that for so long as it retains its Ownership Interest
               in a Residual Certificate, it will endeavor to remain a Permitted
               Transferee, and that it has reviewed the provisions of this
               Section 5.02(d) and agrees to be bound by them.

          (C)  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

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<PAGE>

               in a Residual Certificate to such proposed Transferee shall be
               effected.

          (D)  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.

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

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

          (B)  If any purported Transferee shall become a Holder of a Residual
               Certificate in violation of the restrictions in this Section
               5.02(d), then, to the extent that the retroactive restoration of
               the rights of the preceding Holder of such Residual Certificate
               as described in clause (ii)(A) above shall be invalid, illegal or

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               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
     (A) as a result of the Transfer of an Ownership Interest in a Residual
     Certificate to any Person who is a Disqualified Organization, 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 (B) as a result of any regulated investment company, real
     estate investment trust, common trust fund, partnership, trust, estate or
     organization described in Section 1381 of the Code that holds an Ownership
     Interest in a Residual Certificate having as among its record holders at
     any time any Person which is a Disqualified Organization, 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 Person holding 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:

               (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 rating of any Class
                    of Certificates; and

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               (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
                    doing so will not cause any of REMIC I, REMIC II, REMIC III
                    or REMIC IV 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.

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     (j) Upon request, the Certificate Registrar shall provide to the Master
Servicer, the Special Servicer and the Depositor notice of each transfer of a
Certificate and shall provide to each such Person with an updated copy of the
Certificate Register.

     SECTION 5.03 Book-Entry Certificates.

     (a) Each Class of Regular Certificates and the Class Q Certificate shall
initially be issued as one or more Certificates registered in the name of the
Depository or its nominee and, except as provided in Section 5.03(c) below,
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and transfer their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except as provided in Section 5.03(c) below,
shall not be entitled to definitive, fully registered Certificates ("Definitive
Certificates") in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing each such Certificate
Owner. Each Depository Participant shall only transfer the Ownership Interests
in the Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository's
normal procedures.

     (b) The Trustee, the Master Servicer, the Special Servicer, the Depositor
and the Certificate Registrar may for all purposes, including the making of
payments due on the Book-Entry Certificates, deal with the Depository as the
authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

     (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the

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availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, at the Depositor's expense, and the Authenticating
Agent shall authenticate and deliver, the Definitive Certificates in respect of
such Class to the Certificate Owners identified in such instructions. The
Depositor shall provide the Certificate Registrar with an adequate inventory of
Definitive Certificates. None of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates for purposes of evidencing ownership of any Class of Registered
Certificates, the registered holders of such Definitive Certificates shall be
recognized as Certificateholders hereunder and, accordingly, shall be entitled
directly to receive payments on, to exercise Voting Rights with respect to, and
to transfer and exchange such Definitive Certificates.

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

     SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

     If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall
execute and the Authenticating Agent shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of the same Class and like Percentage Interest. Upon the
issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC created hereunder, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

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     SECTION 5.05 Persons Deemed Owners.

     Prior to due presentment for registration of transfer, the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar
and any agent of any of them may treat the Person in whose name any Certificate
is registered as of the related Record Date as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.01 and may treat
the person whose name each Certificate is registered as of the date of
determination as the owner of such Certificate for all other purposes whatsoever
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any agent of any of them shall be affected
by notice to the contrary.

                                   ARTICLE VI

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

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

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

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

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

     The Depositor, the Master Servicer or the Special Servicer may be merged or
consolidated with or into any Person (other than the Trustee), or transfer all
or substantially all of its assets (which may be limited to all or substantially
all of its assets related to commercial mortgage loan servicing) to any Person,
in which case any Person resulting from any merger or consolidation to which the
Depositor, the Master Servicer or the Special Servicer shall be a party, or any
Person succeeding to the business (which may be limited to the commercial loan
servicing business) of the Depositor, the Master Servicer or the Special
Servicer, shall be the successor of

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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 or the Certificateholders for
any action taken, or not taken, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer or the Special Servicer against any liability to
the Trust Fund, the Trustee or the Certificateholders for the breach of a
representation, warranty or covenant made herein by such party, or against any
expense or liability specifically required to be borne by such party without
right of reimbursement pursuant to the terms hereof, or against any liability
which would otherwise be imposed by reason of misfeasance, bad faith or
negligence in the performance of obligations or duties hereunder. The Depositor,
the Master Servicer, the Special Servicer and any director, officer, employee or
agent of the Depositor, the Master Servicer or the Special Servicer may rely in
good faith on any document of any kind which, prima facie, is properly executed
and submitted by any Person respecting any matters arising hereunder. The
Depositor, the Master Servicer, the Special Servicer and any director, member,
manager, officer, employee or agent of the Depositor, the Master Servicer or the
Special Servicer shall be indemnified and held harmless by the Trust Fund
against any loss, liability or reasonable expense incurred in connection with
this Agreement or the Certificates (including, without limitation, the
distribution or posting of reports or other information as contemplated by this
Agreement), other than any loss, liability or expense: (i) specifically required
to be borne by such party without right of reimbursement pursuant to the terms
hereof (including without limitation, those expenses set forth in Section
3.11(b) and the last sentence of the definition of Servicing Advances); (ii)
incurred in connection with any breach of a representation, warranty or covenant
made herein; or (iii) incurred by reason of willful misfeasance, bad faith,
negligence or a material breach of the Servicing Standard 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 (and which does not materially breach
the Servicing Standard) with respect to the enforcement and/or

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protection of the rights and duties of the parties hereto and the interests of
the Certificateholders hereunder. In such event, the legal expenses and costs of
such action, and any liability resulting therefrom, shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Master Servicer and the
Special Servicer shall be entitled to be reimbursed therefor from the
Certificate Account as provided in Section 3.05. In no event shall the Master
Servicer or the Special Servicer be liable or responsible for any action taken
or omitted to be taken by the other of them or by the Depositor, the Trustee or
any Certificateholder, subject to the provisions of the last paragraph of
Section 8.05.

     SECTION 6.04. Resignation of Master Servicer and the Special Servicer.

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

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

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     SECTION 6.05 Rights of Depositor and Trustee in Respect of Master Servicer
                  and the Special Servicer.

     The Master Servicer and the Special Servicer shall each afford the
Depositor, the Underwriters and the Trustee, upon reasonable notice, during
normal business hours access to all records maintained thereby in respect of its
rights and obligations hereunder and access to officers thereof responsible for
such obligations. Upon reasonable request, the Master Servicer and the Special
Servicer shall each furnish the Depositor, the Underwriters and the Trustee with
its most recent publicly available financial statements and such other
information as it possesses, and which it is not prohibited by applicable law or
contract from disclosing, regarding its business, affairs, property and
condition, financial or otherwise, except to the extent such information
constitutes proprietary information or is subject to a privilege under
applicable law. The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer and the Special Servicer hereunder and may,
but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer or Special Servicer hereunder or exercise the
rights of the Master Servicer and the Special Servicer hereunder; provided,
however, that neither the Master Servicer nor the Special Servicer shall be
relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee and, further provided, that the Depositor may not
exercise any right pursuant to Section 7.01 to terminate the Master Servicer or
the Special Servicer as a party to this Agreement. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.

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

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

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

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


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     SECTION 6.08 Depositor, Master Servicer and Trustee to Cooperate with
                  Special Servicer.

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


     SECTION 6.09 Designation of Special Servicer by the Controlling Class.

     The Holder or Holders of the Certificates evidencing a majority of the
Voting Rights allocated to the Controlling Class may at any time and from time
to time designate a Person meeting the requirements set forth in Section 6.04
(including, without limitation, Rating Agency confirmation) to serve as Special
Servicer hereunder and to replace any existing Special Servicer or any Special
Servicer that has resigned or otherwise ceased to serve as Special Servicer;
provided that such Holder or Holders shall pay all costs related to the transfer
of servicing if the Special Servicer is replaced other than due to an Event of
Default. Such Holder or Holders may also select a Controlling Class
Representative that may advise and direct the Special Servicer and whose
approval is required for certain actions, as described herein. (Such Controlling
Class Representative must consult with the Schneider Representative in advising
and directing the Special Servicer with regards to any actions of the Special
Servicer relating to the Schneider Mortgage Loan.) Such Holder or Holders shall
so designate a Person to serve as replacement Special Servicer by the delivery
to the Trustee, the Master Servicer and the existing Special Servicer of a
written notice stating such designation. The Trustee shall, promptly after
receiving any such notice, deliver to the Rating Agencies an executed Notice and
Acknowledgment in the form attached hereto as Exhibit J-1. If such Holders have
not replaced the Special Servicer within 30 days of such Special Servicer's
resignation or the date such Special Servicer has ceased to serve in such
capacity, the Trustee shall designate a successor Special Servicer meeting the
requirements set forth in Section 6.04. Any designated Person shall become the
Special Servicer, subject to satisfaction of the other conditions set forth
below, on the date that the Trustee shall have received written confirmation
from all of the Rating Agencies that the appointment of such Person will not
result in the qualification, downgrading or withdrawal of the rating or ratings
assigned to one or more Classes of the Certificates. The appointment of such
designated Person as Special Servicer shall also be subject to receipt by the
Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form
attached hereto as Exhibit J-2, executed by the designated Person, and (2) an
Opinion of Counsel (at the expense of the Person designated to become the
Special Servicer) to the effect that the designation of such Person to serve as
Special Servicer is in compliance with this Section 6.09 and all other
applicable provisions of this Agreement, that upon the execution and delivery of
the Acknowledgment of Proposed Special Servicer the designated Person shall be
bound by the terms of this Agreement and that this Agreement shall be
enforceable against the designated Person in accordance with its terms. Any
existing Special Servicer shall be deemed to have resigned simultaneously with
such designated Person's becoming the Special Servicer hereunder; provided,
however, that the resigning Special Servicer shall continue to be entitled to

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receive all amounts accrued or owing to it under this Agreement on or prior to
the effective date of such resignation, and it shall continue to be entitled to
the benefits of Section 6.03 notwithstanding any such resignation. Such
resigning Special Servicer shall cooperate with the Trustee and the replacement
Special Servicer in effecting the termination of the resigning Special
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer within two Business Days to the replacement Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Special Servicer to the Certificate Account or the REO
Account or delivered to the Master Servicer or that are thereafter received with
respect to Specially Serviced Mortgage Loans and REO Properties.

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

     The Master Servicer or an Affiliate of the Master Servicer or the Special
Servicer or an Affiliate of the Special Servicer may become the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate with (except as set forth in the definition of "Certificateholder")
the same rights it would have if it were not the Master Servicer or the Special
Servicer or an Affiliate thereof. If, at any time during which the Master
Servicer or the Special Servicer or an Affiliate of the Master Servicer or the
Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate, the Master Servicer or the
Special Servicer proposes to take action (including for this purpose, omitting
to take action) that (i) is not expressly prohibited by the terms hereof and
would not, in the Master Servicer's or the Special Servicer's good faith
judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless,
in the Master Servicer's or the Special Servicer's reasonable, good faith
judgment, be considered by other Persons to violate the Servicing Standard, then
the Master Servicer or the Special Servicer may (but need not) seek the approval
of the Certificateholders to such action by delivering to the Trustee a written
notice that (a) states that it is delivered pursuant to this Section 6.10, (b)
identifies the Percentage Interest in each Class of Certificates beneficially
owned by the Master Servicer or the Special Servicer or an Affiliate of the
Master Servicer or the Special Servicer, and (c) describes in reasonable detail
the action that the Master Servicer or the Special Servicer proposes to take.
The Trustee, upon receipt of such notice, shall forward it to the
Certificateholders (other than the Master Servicer and its Affiliates or the
Special Servicer and its Affiliates, as appropriate), together with such
instructions for response as the Trustee shall reasonably determine. If at any
time Certificateholders holding greater than 50% of the Voting Rights of all
Certificateholders (calculated without regard to the Certificates beneficially
owned by the Master Servicer or its Affiliates or the Special Servicer or its
Affiliates) shall have failed to object in writing to the proposal described in
the written notice, and if the Master Servicer or the Special Servicer shall act
as proposed in the written notice within thirty (30) days, such action shall be
deemed to comply with, but not modify, the Servicing Standard. The Trustee shall
be entitled to reimbursement from the Master Servicer or the Special Servicer,
as applicable, for the reasonable expenses of the Trustee incurred pursuant to
this paragraph. It is not the intent of the foregoing provision that the Master
Servicer or the Special

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Servicer be permitted to invoke the procedure set forth herein with respect to
routine servicing matters arising hereunder, but rather in the case of unusual
circumstances.

     SECTION 6.11. The Controlling Class Representative.

     The Controlling Class Representative will be entitled to advise (in
consultation with the Schneider Representative with respect to actions affecting
the Schneider Mortgage Loan) the Special Servicer with respect to the following
actions of the Special Servicer, and notwithstanding anything herein to the
contrary except as necessary or advisable to avoid an Adverse REMIC Event and
except as set forth in, and in any event subject to, the second paragraph of
this Section 6.11, the Special Servicer will not be permitted to take any of the
following actions as to which the Controlling Class Representative has objected
(in consultation with the Schneider Representative with respect to actions
affecting the Schneider Mortgage Loan) in writing within ten Business Days of
being notified thereof, which notification with respect to the action described
in clause (vi) below shall be copied by the Special Servicer to the Master
Servicer (provided that if such written objection has not been received by the
Special Servicer within such ten Business Day period, then the Controlling Class
Representative's approval will be deemed to have been given), provided, however,
if the Controlling Class Representative (in consultation with the Schneider
Representative with respect to actions affecting the Schneider Mortgage Loan)
and the Special Servicer cannot agree on a course of action within 60 days of
the occurrence of the event under discussion the Special Servicer shall
implement its proposed course of action:

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

          (ii) any modification of a monetary term of a Mortgage Loan other than
     a modification consisting of the extension of the maturity date of a
     Mortgage Loan for one year or less;

          (iii) any proposed sale of a defaulted Mortgage Loan or REO Property
     (other than in connection with the termination of the Trust Fund);

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

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

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

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

     In addition, the Controlling Class Representative may direct the Special
Servicer to take, or to refrain from taking, such other actions as the
Controlling Class Representative (in consultation with the Schneider
Representative with respect to actions affecting the Schneider Mortgage Loan)
may deem advisable or as to which provision is otherwise made herein; provided
that notwithstanding anything herein to the contrary no such direction, and no
objection contemplated by the preceding paragraph, may require or cause the
Special Servicer to violate any provision of this Agreement or the REMIC
Provisions, including without limitation the Special Servicer's obligation to
act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicer, the Trust Fund or the Trustee to liability, or materially
expand the scope of the Special Servicer's responsibilities hereunder or cause
the Special Servicer to act, or fail to act, in a manner which in the reasonable
judgment of the Special Servicer is not in the best interests of the
Certificateholders.

     With respect to any actions affecting the Schneider Mortgage Loan, if the
Controlling Class Representative and the Schneider Representative do not agree
on how to advise or direct the Special Servicer, after consultation as provided
for under this Section 6.11, the Schneider Representative will also be entitled
to advise the Special Servicer with respect to the actions of the Special
Servicer set forth in the first two paragraphs of this Section 6.11 affecting
the Schneider Mortgage Loan, subject to the same conditions and limitations with
respect to the Controlling Class Representative.

     If the Schneider Representative and the Controlling Class Representative
give conflicting directions or objections to the Special Servicer (and such
directions or objections do not conflict with any conditions or limitations
contained in this Section 6.11) then the Special Servicer shall follow the
directions or objections of either the Controlling Class Representative or of
the Schneider Representative, whichever it determines to be in the best interest
of the Certificateholders such determination to be made in accordance with the
Servicing Standard.

     The Controlling Class Representative will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that the Controlling Class Representative will not be
protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations or duties. By its acceptance of a
Certificate, each Certificateholder confirms its understanding that the
Controlling Class Representative may take actions that favor the interests of
one or more Classes of the Certificates over other Classes of the Certificates,
and that the Controlling Class Representative may have special relationships and
interests that conflict with those of Holders of some Classes of the
Certificates, that the Controlling Class Representative may act solely in the
interests of the Holders of the Controlling

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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; provided, however,
     that if such failure to deposit or remit occurs only once in any
     consecutive twelve-month period, which failure is corrected by 10:00 a.m.,
     New York City time on the related Distribution Date, then with respect to
     such one failure only, a default shall be deemed not to have occurred;
     provided further, however, that to the extent the Master Servicer does not
     timely make such remittances, the Master Servicer shall pay the Trustee for
     the account of the Trustee interest on any amount not timely remitted at
     the Prime Rate from and including the applicable required remittance date
     to but not including the date such remittance is actually made; or

          (ii) any failure by the Special Servicer to deposit into the REO
     Account or to deposit into, or to remit to the Master Servicer for deposit
     into, the Certificate Account, any amount required to be so deposited or
     remitted under this Agreement; or

          (iii) any failure by the Master Servicer to timely make any Servicing
     Advance required to be made by it hereunder, which Servicing Advance
     remains unmade for a period of five Business Days following the date on
     which notice shall have been given to the Master Servicer, as the case may
     be, by the Trustee as provided in Section 3.03(c); or

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          (iv) any failure on the part of the Master Servicer or the Special
     Servicer duly to observe or perform in any material respect any other of
     the covenants or agreements on the part of the Master Servicer or the
     Special Servicer, as the case may be, contained in this Agreement which
     continues unremedied for a period of 30 days after the date on which
     written notice of such failure, requiring the same to be remedied, shall
     have been given to the Master Servicer and the Special Servicer, as the
     case may be, by any other party hereto or to the Master Servicer or the
     Special Servicer, as the case may be (with a copy to each other party
     hereto), by the Holders of Certificates entitled to at least 25% of the
     Voting Rights, provided, however, that with respect to any such failure
     which is not curable within such 30-day period, the Master Servicer or the
     Special Servicer, as the case may be, shall have an additional cure period
     of thirty (30) days to effect such cure so long as the Master Servicer or
     the Special Servicer, as the case may be, has commenced to cure such
     failure within the initial 30-day period and has provided the Trustee with
     an Officer's Certificate certifying that it has diligently pursued, and is
     continuing to pursue, a full cure; or

          (v) any breach on the part of the Master Servicer or the Special
     Servicer of any representation or warranty contained in this Agreement that
     materially and adversely affects the interests of any Class of
     Certificateholders and which continues unremedied for a period of 30 days
     after the date on which notice of such breach, requiring the same to be
     remedied, shall have been given to the Master Servicer or the Special
     Servicer, as the case may be, by any other party hereto or to the Master
     Servicer or the Special Servicer, as the case may be (with a copy to each
     other party hereto), by the Holders of Certificates entitled to at least
     25% of the Voting Rights, provided, however, that with respect to any
     failure which is not curable within such 30-day period, the Master Servicer
     or the Special Servicer, as the case may be, shall have an additional cure
     period of thirty (30) days so long as the Master Servicer or the Special
     Servicer, as the case may be, has commenced to cure within the initial
     30-day period and provided the Trustee with an Officer's Certificate
     certifying that it has diligently pursued, and is continuing to pursue, a
     full cure; or

          (vi) a decree or order of a court or agency or supervisory authority
     having jurisdiction in the premises in an involuntary case under any
     present or future federal or state bankruptcy, insolvency or similar law
     for the appointment of a conservator, receiver, liquidator, trustee or
     similar official in any bankruptcy, insolvency, readjustment of debt,
     marshaling of assets and liabilities or similar proceedings, or for the
     winding-up or liquidation of its affairs, shall have been entered against
     the Master Servicer or the Special Servicer and such decree or

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     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; or

          (xi) the Master Servicer or the Special Servicer, as applicable, (A)
     is not an "approved" master servicer or special servicer, as applicable, by
     Standard & Poor's or (B) 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 Trustee for the account of the Trustee
     interest on any amount not timely remitted at the Prime Rate from and
     including the applicable required remittance date to but not including the
     date such remittance is actually made.

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When a single entity acts as the Master Servicer and the Special Servicer, an
Event of Default in one capacity shall constitute an Event of Default in the
other capacity.

     (b) If any Event of Default described in clauses (i) - (ix), (xi) and (xii)
of subsection (a) above 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. If an Event of Default described in clause (x)
of subsection (a) above shall occur with respect to the Master Servicer or, if
applicable, the Special Servicer (in either case, under such circumstances, for
purposes of this Section 7.01(b), the "Defaulting Party"), the Trustee shall, by
notice in writing (to be sent immediately by facsimile transmission) 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,
if any, 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

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<PAGE>

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

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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, including, without limitation, in connection with any
termination of the Master Servicer for an Event of Default described in clause
7.01(a)(xii), 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


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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


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successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the resigning or terminated party hereunder. Such
successor and the other parties hereto shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession.

     SECTION 7.03. Notification to Certificateholders.

     (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Master Servicer or the Special
Servicer pursuant to Section 7.01, any appointment of a successor to the Master
Servicer or the Special Servicer pursuant to Section 7.02 or the effectiveness
of any designation of a new Special Servicer pursuant to Section 6.09, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.

     (b) Not later than the later of (i) 60 days after the occurrence of any
event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after a Responsible Officer of
the Trustee has notice of the occurrence of such an event, the Trustee shall
transmit by mail to the Depositor and all Certificateholders and the Rating
Agencies notice of such occurrence, unless such default shall have been cured.

     SECTION 7.04. Waiver of Events of Default.

     The Holders representing at least 66-2/3% of the Voting Rights allocated to
the Classes of Certificates affected by any Event of Default hereunder may waive
such Event of Default; provided, however, that an Event of Default under clauses
(i), (ii), (ix) or (x) and (xii) of Section 7.01(a) may be waived only by all
of the Certificateholders of the affected Classes. Upon any such waiver of an
Event of Default, such Event of Default shall cease to exist and shall be deemed
to have been remedied for every purpose hereunder. No such waiver shall extend
to any subsequent or other Event of Default or impair any right consequent
thereon except to the extent expressly so waived. Notwithstanding any other
provisions of this Agreement, for purposes of waiving any Event of Default
pursuant to this Section 7.04, Certificates registered in the name of the
Depositor or any Affiliate of the Depositor shall be entitled to Voting Rights
with respect to the matters described above.

     SECTION 7.05. Additional Remedies of Trustee Upon Event of Default.

     During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name and as trustee
of an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the


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<PAGE>


institution and prosecution of all judicial, administrative and other
proceedings and the filings of proofs of claim and debt in connection
therewith). Except with respect to an Event of Default resulting from a breach
of the covenant in Section 3.23(d), for which, subject to Section 3.23(d), the
sole remedy shall be termination of the Master Servicer or as otherwise
expressly provided in this Agreement, no remedy provided for by this Agreement
shall be exclusive of any other remedy, and each and every remedy shall be
cumulative and in addition to any other remedy, and no delay or omission to
exercise any right or remedy shall impair any such right or remedy or shall be
deemed to be a waiver of any Event of Default. Under no circumstances shall the
rights provided to the Trustee under this Section 7.05 be construed as a duty or
obligation of the Trustee.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

     SECTION 8.01. Duties of Trustee.

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

     (b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement to the
extent specifically set forth herein. If any such instrument is found not to
conform to the requirements of this Agreement in a material manner, the Trustee
shall take such action as it deems appropriate to have the instrument corrected.
The Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor or the Master Servicer or the Special
Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement.

     (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:


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          (i) Prior to the occurrence of an Event of Default, and after the
     curing of all such Events of Default which may have occurred, the duties
     and obligations of the Trustee shall be determined solely by the express
     provisions of this Agreement, the Trustee shall not be liable except for
     the performance of such duties and obligations as are specifically set
     forth in this Agreement, no implied covenants or obligations shall be read
     into this Agreement against the Trustee and, in the absence of bad faith on
     the part of the Trustee, the Trustee may conclusively rely, as to the truth
     of the statements and the correctness of the opinions expressed therein,
     upon any certificates or opinions furnished to the Trustee and conforming
     to the requirements of this Agreement;

          (ii) The Trustee shall not be personally liable for an error of
     judgment made in good faith by a Responsible Officer or Responsible
     Officers of the Trustee, unless it shall be proved that the Trustee was
     negligent in ascertaining the pertinent facts if it was required to do so;

          (iii) The Trustee shall not be personally liable with respect to any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the direction of Holders of Certificates entitled to at
     least 25% of the Voting Rights relating to the time, method and place of
     conducting any proceeding for any remedy available to the Trustee, or
     exercising any trust or power conferred upon the Trustee, under this
     Agreement; and

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

     SECTION 8.02. Certain Matters Affecting Trustee.

     Except as otherwise provided in Section 8.01 and Article X:

          (i) the Trustee may rely upon and shall be protected in acting or
     refraining from acting upon any resolution, Officers' Certificate,
     certificate of auditors or any other certificate, statement, instrument,
     opinion, report, notice, request, consent, order, appraisal, bond or other
     paper or document reasonably believed by it to be genuine and to have been
     signed or presented by the proper party or parties;

          (ii) the Trustee may consult with counsel and the written advice of
     such counsel or any Opinion of Counsel shall be full and complete
     authorization and


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     protection in respect of any action taken or suffered or omitted by it
     hereunder in good faith and in accordance therewith;

          (iii) the Trustee shall be under no obligation to exercise any of the
     trusts or powers vested in it by this Agreement or to make any
     investigation of matters arising hereunder or, except as provided in
     Section 10.01 or 10.02, to institute, conduct or defend any litigation
     hereunder or in relation hereto at the request, order or direction of any
     of the Certificateholders, pursuant to the provisions of this Agreement,
     unless such Certificateholders shall have offered to the Trustee reasonable
     security or indemnity against the costs, expenses and liabilities which may
     be incurred therein or thereby; the Trustee shall not be required to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it; provided, however, that nothing
     contained herein shall, relieve the Trustee of the obligation, upon the
     occurrence of an Event of Default which has not been cured, to exercise
     such of the rights and powers vested in it by this Agreement, and to use
     the same degree of care and skill in their exercise as a prudent man would
     exercise or use under the circumstances in the conduct of his own affairs;

          (iv) the Trustee shall not be personally liable for any action
     reasonably taken, suffered or omitted by it in good faith and believed by
     it to be authorized or within the discretion or rights or powers conferred
     upon it by this Agreement;

          (v) prior to the occurrence of an Event of Default hereunder and after
     the curing of all Events of Default which may have occurred, the Trustee
     shall not be bound to make any investigation into the facts or matters
     stated in any resolution, certificate, statement, instrument, opinion,
     report, notice, request, consent, order, approval, bond or other paper or
     document, unless requested in writing to do so by Holders of Certificates
     entitled to at least 25% of the Voting Rights; provided, however, that if
     the payment within a reasonable time to the Trustee of the costs, expenses
     or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured to
     the Trustee by the security afforded to it by the terms of this Agreement,
     the Trustee may require reasonable indemnity against such expense or
     liability as a condition to taking any such action;

          (vi) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys; provided, however, that the Trustee shall remain responsible for
     all acts and


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     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;

          (vii) the Trustee shall not be responsible for any act or omission of
     the Master Servicer or the Special Servicer (unless the Trustee is acting
     as Master Servicer or the Special Servicer) or the Depositor; and

          (viii) neither the Trustee nor the Certificate Registrar shall have
     any obligation or duty to monitor, determine or inquire as to compliance
     with any restriction on transfer imposed under Article V under this
     Agreement or under applicable law with respect to any transfer of any
     Certificate or any interest therein, other than to require delivery of the
     certification(s) and/or Opinions of Counsel described in said Article
     applicable with respect to changes in registration of record ownership of
     Certificates in the Certificate Register and to examine the same to
     determine substantial compliance with the express requirements of this
     Agreement. The Trustee and Certificate Registrar shall have no liability
     for transfers, including transfers made through the book entry facilities
     of the Depository or between or among Depository Participants or beneficial
     owners of the Certificates, made in violation of applicable restrictions
     except for its failure to perform its express duties in connection with
     changes in registration of record ownership in the Certificate Register.

     SECTION 8.03. Trustee Not Liable for Validity or Sufficiency of
                   Certificates or Mortgage Loans.

     The recitals contained herein and in the Certificates, other than the
statements attributed to the Trustee in Article II and Section 8.16 and the
signature of the Certificate Registrar and the Authenticating Agent set forth on
each outstanding Certificate, shall be taken as the statements of the Depositor
or the Master Servicer or the Special Servicer, as the case may be, and the
Trustee assumes no responsibility for their correctness. Except as set forth in
Section 8.16, the Trustee makes no representations as to the validity or
sufficiency of this Agreement or of any Certificate (other than as to the
signature of the Trustee set forth thereon) or of any Mortgage Loan or related
document. The Trustee shall not be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Mortgage Loans to the Trust Fund, or any
funds deposited in or withdrawn from the Certificate Account or any other
account by or on behalf of the Depositor, the Master Servicer or the Special
Servicer. The Trustee shall not be responsible for the accuracy or content of
any resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Depositor, the Master Servicer or the Special
Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement.


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     SECTION 8.04. Trustee May Own Certificates.

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

     SECTION 8.05. Fees and Expenses of Trustee; Indemnification of Trustee.

     (a) On each Distribution Date, the Trustee shall withdraw from the general
funds on deposit in the Distribution Account as provided in Section 3.05(b) and
in the Companion Distribution Account as provided in Section 4.01(l), prior to
any distributions to be made therefrom on such date, and pay to itself all
earned but unpaid Trustee Fees, as compensation for all services rendered by the
Trustee in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties of the Trustee hereunder. The
Trustee Fee (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole compensation for such services to be rendered by it.

     (b) The Trustee and any director, officer, employee, affiliate, agent or
"control" person within the meaning of the Securities Act of 1933 of the Trustee
shall be entitled to be indemnified for and held harmless by the Trust Fund
against any loss, liability or reasonable "out-of-pocket" expense (including,
without limitation, costs and expenses of litigation, and of investigation,
counsel fees, damages, judgments and amounts paid in settlement) arising out of,
or incurred in connection with this Agreement, the Mortgage Loans or the
Certificates or any act of the Master Servicer or the Special Servicer taken on
behalf of the Trustee as provided for herein ("Trustee Liability"); provided,
that neither the Trustee nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (1) any
liability specifically required to be borne thereby pursuant to the terms
hereof, or (2) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of the Trustee's
obligations and duties hereunder, or by reason of its negligent disregard of
such obligations and duties, or as may arise from a breach of any
representation, warranty or covenant of the Trustee made herein. The provisions
of this Section 8.05(b) shall survive any resignation or removal of the Trustee
and appointment of a successor trustee.

     SECTION 8.06. Eligibility Requirements for Trustee.

     The Trustee hereunder shall at all times be an association or a corporation
organized and doing business under the laws of the United States of America or
any State thereof or the District of Columbia, authorized under such laws to
exercise trust powers, having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by federal or state
banking authority. If such association or corporation publishes reports of
condition at least


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annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section the combined capital
and surplus of such association or corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Trustee shall also be an entity with a long term unsecured
debt rating of at least "AA" by each Rating Agency (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. The Trustee shall also be an entity that (i) has not, since November 2,
1998, been, and is not, an insider or affiliate of First Union National Bank,
(ii) has not, since November 2, 1998, controlled, and does not control, First
Union National Bank, (iii) has not, since November 2, 1998, been, and is not,
controlled by First Union National Bank, (iv) has not, since November 2, 1998,
been, and is not, under common control with, First Union National Bank, and (v)
does not cause the trust created hereby to be an insider or affiliate of First
Union National Bank. In case at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07;
provided, that if the Trustee shall cease to be so eligible because its combined
capital and surplus is no longer at least $100,000,000 or its long-term
unsecured debt rating no longer conforms to the requirements of the immediately
preceding sentence, and if the Trustee proposes to the other parties hereto to
enter into an agreement with (and reasonably acceptable to) each of them, and if
in light of such agreement the Trustee's continuing to act in such capacity
would not (as evidenced in writing by each Rating Agency) cause any Rating
Agency to qualify, downgrade or withdraw any rating assigned thereby to any
Class of Certificates, then upon the execution and delivery of such agreement
the Trustee shall not be required to resign, and may continue in such capacity,
for so long as none of the ratings assigned by the Rating Agencies to the
Certificates is qualified, downgraded or withdrawn thereby. The corporation or
association serving as Trustee may have normal banking and trust relationships
with the Depositor, the Master Servicer, the Special Servicer and their
respective Affiliates.

     SECTION 8.07. Resignation and Removal of Trustee.

     (a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Master
Servicer, the Special Servicer and to all Certificateholders at their respective
addresses set forth in the Certificate Register. Upon receiving such notice of
resignation, the Master Servicer shall promptly appoint a successor trustee
meeting the requirements in Section 8.06 and acceptable to the Depositor and the
Rating Agencies by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee and to the successor trustee. A copy of such
instrument shall be delivered to the Depositor, the Special Servicer and the
Certificateholders by the Master Servicer. If no successor trustee shall have
been so appointed and have accepted appointment within 30 days after the giving
of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.


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

     (c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee, if
necessary, by written instrument or instruments, in triplicate, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered to the Master Servicer, one complete set to the
Trustee so removed and one complete set to the successor trustee so appointed. A
copy of such instrument shall be delivered to the Depositor, the Special
Servicer and the remaining Certificateholders by the successor so appointed. In
the event that the Trustee is terminated or removed pursuant to this Section
8.07, all of its rights and obligations under this Agreement and in and to the
Mortgage Loans shall be terminated, other than any rights or obligations that
accrued prior to the date of such termination or removal (including the right to
receive all fees, expenses and other amounts (including, without limitation, P&I
Advances and accrued interest thereon) accrued or owing to it under this
Agreement, with respect to periods prior to the date of such termination or
removal and no termination without cause shall be effective until the payment of
such amounts to the Trustee).

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


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     SECTION 8.08 Successor Trustee.

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

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

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

     SECTION 8.09 Merger or Consolidation of Trustee.

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

     SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

     (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting


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<PAGE>


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.


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

     SECTION 8.12 Appointment of Authenticating Agents.

     (a) The Trustee may at the Trustee's expense appoint one or more
Authenticating Agents, which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, in accordance with the
obligations and responsibilities herein. Each Authenticating Agent must be
organized and doing business under the laws of the United States of America or
of any State,


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<PAGE>


authorized under such laws to do a trust business, have a combined capital and
surplus of at least $15,000,000, and be subject to supervision or examination by
federal or state authorities. Each Authenticating Agent shall be subject to the
same obligations, standard of care, protection and indemnities as would be
imposed on, or would protect, the Trustee hereunder. The appointment of an
Authenticating Agent shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible and liable for all acts and
omissions of the Authenticating Agent. In the absence of any other Person
appointed in accordance herewith acting as Authenticating Agent, the Trustee
hereby agrees to act in such capacity in accordance with the terms hereof.
Notwithstanding anything herein to the contrary, if the Trustee is no longer the
Authenticating Agent, any provision or requirement herein requiring notice or
any information or documentation to be provided to the Authenticating Agent
shall be construed to require that such notice, information or documentation
also be provided to the Trustee.

     (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

     (c) Any Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee, the Certificate
Registrar, the Master Servicer, the Special Servicer and the Depositor. The
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent, the Master
Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice
of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.12, the Trustee may appoint a successor
Authenticating Agent, in which case the Trustee shall given written notice of
such appointment to the Master Servicer, the Certificate Registrar and the
Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.12. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent. No Authenticating Agent shall have responsibility or
liability for any action taken by it as such at the direction of the Trustee.

     SECTION 8.13 Appointment of Paying Agent.

     The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders hereunder. The Trustee shall cause such
Paying Agent to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such


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Paying Agent will hold all sums held by it for the payment to Certificateholders
in an Eligible Account in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to the Certificateholders. All
funds remitted by the Trustee or the Master Servicer to any such Paying Agent
for the purpose of making distributions shall be paid to Certificateholders on
each Distribution Date and any amounts not so paid shall be returned on such
Distribution Date to the Trustee or the Master Servicer, as applicable. If the
Paying Agent is not the Trustee or the Master Servicer, the Trustee or the
Master Servicer shall remit to the Paying Agent on the Business Day prior to
each Distribution Date, by wire transfer in immediately available funds, the
funds to be distributed on such Distribution Date. Any Paying Agent shall be
either a bank or trust company or otherwise authorized under law to exercise
corporate trust powers and shall have a rating of at least "A" (or its
equivalent) by each Rating Agency, or such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then assigned to the
Certificates, as evidenced in writing by the Rating Agencies. Any such
appointment of a third party Paying Agent and the acceptance thereof shall be
pursuant to a written agreement, which written agreement shall (i) be consistent
with this Agreement in all material respects and requires the Paying Agent to
comply with this Agreement in all material respects and requires the Paying
Agent to comply with all of the applicable conditions of this Agreement; (ii)
provide that if the Trustee shall for any reason no longer act in the capacity
of Trustee hereunder (including, without limitation, by reason of an Event of
Default), the successor trustee or its designee may (A) thereupon assume all of
the rights and, except to the extent they arose prior to the date of assumption,
obligations of the Paying Agent under such agreement or (B) terminate such
agreement without cause and without payment of any penalty or termination fee;
and (iii) not permit the Paying Agent any rights of indemnification that may be
satisfied out of assets of the Trust Fund. The appointment of any Paying Agent
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible and liable for all acts and omissions of any
Paying Agent to the extent such Paying Agent would have been responsible
pursuant to the terms hereof. The initial Paying Agent shall be the Trustee.
Notwithstanding anything herein to the contrary, if the Trustee is no longer the
Paying Agent, any provision or requirement herein requiring notice or any
information to be provided to the Paying Agent shall be construed to require
that such notice, information or documentation also be provided to the Trustee.

     SECTION 8.14 Appointment of REMIC Administrators.

     (a) The Trustee may appoint at the Trustee's expense, one or more REMIC
Administrators, which shall be authorized to act on behalf of the Trustee in
performing the functions set forth in Sections 3.17, 10.01 and 10.02 herein. The
Trustee shall cause any such REMIC Administrator to execute and deliver to the
Trustee an instrument in which such REMIC Administrator shall agree to act in
such capacity, with the obligations and responsibilities herein. The appointment
of a REMIC Administrator shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible and liable for
all acts and omissions of the REMIC Administrator. Each REMIC Administrator must
be acceptable to the


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Trustee and must be organized and doing business under the laws of the United
States of America or of any State and be subject to supervision or examination
by federal or state authorities. In the absence of any other Person appointed in
accordance herewith acting as REMIC Administrator, the Trustee hereby agrees to
act in such capacity in accordance with the terms hereof.

     (b) Any Person into which any REMIC Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any REMIC Administrator shall be a
party, or any Person succeeding to the corporate agency business of any REMIC
Administrator, shall continue to be the REMIC Administrator without the
execution or filing of any paper or any further act on the part of the Trustee
or the REMIC Administrator.

     (c) Any REMIC Administrator may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee, the Certificate
Registrar, the Paying Agent, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any REMIC
Administrator by giving written notice of termination to such REMIC
Administrator, the Master Servicer, the Certificate Registrar and the Depositor.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time any REMIC Administrator shall cease to be eligible in accordance with
the provisions of this Section 8.14, the Trustee may appoint a successor REMIC
Administrator, in which case the Trustee shall given written notice of such
appointment to the Master Servicer and the Depositor and shall mail notice of
such appointment to all Holders of Certificates; provided, however, that no
successor REMIC Administrator shall be appointed unless eligible under the
provisions of this Section 8.14. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as REMIC Administrator. No REMIC Administrator
shall have responsibility or liability for any action taken by it as such at the
direction of the Trustee.

     SECTION 8.15 Access to Certain Information.

     The Trustee shall afford to the Master Servicer, the Special Servicer, each
Rating Agency and the Depositor, any Certificateholder and to the OTS, the FDIC
and any other banking or insurance regulatory authority that may exercise
authority over any Certificateholder, access to any documentation regarding the
Mortgage Loans within its control that may be required to be provided by this
Agreement or by applicable law. Such access shall be afforded without charge but
only upon reasonable prior written request and during normal business hours at
the offices of the Trustee designated by it. Upon request and with the consent
of the Depositor and at the cost of the requesting Party, the Trustee shall
provide copies of such documentation to the Depositor, any Certificateholder and
to the OTS, the FDIC and any other bank or insurance regulatory authority that
may exercise authority over any Certificateholder.


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     SECTION 8.16 Representations, Warranties and Covenants of Trustee.

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

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

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

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

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

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


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          (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.

     (b) The Trustee represents and warrants that any custom-made software or
hardware designed or purchased or licensed by the Trustee and used by the
Trustee in the course of the operation or management of, or the compiling,
reporting or generation of data required by this Agreement does not contain any
deficiency (x) in the ability of such software or hardware to identify correctly
or perform calculations or other processing with respect to dates after August
31, 1999 or (y) that would cause such software or hardware to be fit no longer
for the purpose for which it was intended by reason of the changing of the date
from 1999 to 2000.

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

     The Trustee shall prepare for filing, and execute, on behalf of the Trust
Fund, and file with the Securities and Exchange Commission, (i) each
Distribution Date Statement on Form 8-K within 15 days after each Distribution
Date in each month, (ii) before March 31 of each year, beginning March 31, 2001,
a Form 10-K and (iii) any and all reports, statements and information respecting
the Trust Fund and/or the certificates required to be filed on behalf of the
Trust Fund under the Exchange Act as the Trustee may be directed by the
Depositor, until directed in writing by the Depositor to discontinue such
filings. For any filings pursuant to the previous sentence that occur after the
first anniversary of the Closing Date, the Trustee shall receive a fee agreed
upon by the Trustee and the Depositor in a separate fee agreement. Upon such
filing with the Securities and Exchange Commission, the Trustee shall promptly
deliver to the Depositor and the Master Servicer a copy of any such executed
report, statement or information. The Depositor shall promptly file, and
exercise its reasonable best efforts to obtain a favorable response to,
no-action requests to, or requests for other appropriate exemptive relief from,
the Securities and Exchange Commission regarding the usual and customary
exemption from certain reporting requirements granted to issuers of securities
similar to the Certificates. The Depositor agrees to indemnify and hold harmless
the Trustee with respect to any liability, cost or expenses, including
reasonable attorneys' fees, arising from the Trustee's execution of such
reports, statements and


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information that contain errors or omissions or is otherwise misleading,
provided, however, that if the indemnification provided for herein is invalid or
unenforceable, then the Depositor shall contribute to the amount paid by the
Trustee as a result of such liability in such amount as is necessary to limit
the Trustee's responsibility for any such payment to any amount resulting from
its own negligence or willful misconduct. The Trustee shall have no
responsibility to determine whether or not any filing may be required and shall
not have any responsibility to review or confirm in any way the accuracy or the
sufficiency of the contents of any such filing.

     SECTION 8.18 Maintenance of Mortgage File.

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

     SECTION 8.19 Companion Paying Agent.

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

     (b) No provision of this Agreement shall be construed to relieve the
Companion Paying Agent from liability for its own negligent failure to act, bad
faith or its own willful misfeasance; provided, however, that the duties and
obligations of the Companion Paying Agent shall be determined solely by the
express provisions of this Agreement, the Companion Paying Agent shall not be
liable except for the performance of such duties and obligations, no implied
covenants or obligations shall be read into this Agreement against the Companion
Paying Agent and, in the absence of bad faith on the part of the 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.


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

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

     SECTION 8.20 Companion Register.

     The Companion Paying Agent shall maintain a register (the "Companion
Register") on which it will record the names and address of, and wire transfer
instructions for, the Companion Holder from time to time, to the extent such
information is provided in writing to it by the Companion Holder. The initial
Companion Holder, along with its name, address, wiring instructions and tax
identification number, is listed on Exhibit L hereto. The Companion Holder
hereby agrees to inform the Companion Paying Agent of the name, address, wiring
instructions and taxpayer identification number of any subsequent Companion
Holder upon any transfer of the Crowne Plaza Companion Loan. Upon the sale of
the Crowne Plaza 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 the Crowne Plaza Companion Loan without
notice to the Companion Paying Agent, the Companion Paying Agent shall have no
liability for any misdirected payment in the Crowne Plaza 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 shall execute the Co-Lender Agreement.


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                                   ARTICLE IX

                                   TERMINATION

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

     Subject to Section 9.02, the Trust Fund and the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Special Servicer and the Trustee (other than the obligations of the Paying Agent
on behalf of the Trustee to provide for and make payments to Certificateholders
as hereafter set forth) shall terminate upon payment (or provision for payment)
(i) to the Certificateholders of all amounts held by or on behalf of the Trustee
and required hereunder to be so paid on the Distribution Date following the
earlier to occur of (A) the purchase by the Depositor, the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder of all Mortgage
Loans and each REO Property remaining in REMIC I and REMIC II at a price equal
to (1) the aggregate Purchase Price of all the Mortgage Loans included in REMIC
I and REMIC II, plus (2) the appraised value of each REO Property, if any,
included in REMIC I and REMIC II, 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 REMIC II, and (ii)
to the Trustee, the Master Servicer, the Special Servicer and the officers,
directors, employees and agents of each of them of all amounts which may have
become due and owing to any of them hereunder; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof.

     The Depositor, the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder may at its option elect to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I and REMIC II as
contemplated by clause (i) of the preceding paragraph by giving written notice
to the other parties hereto no later than 60 days prior to the anticipated date
of purchase; provided, however, that (i) the aggregate Stated Principal Balance
of the Mortgage Pool less the Schneider Subordinate Balance at the time of such
election is less than 1% of the aggregate Cut-off Date Balances of the Mortgage
Loans less the Schneider Subordinate Balance as of the Closing Date, and (ii)
the Master Servicer shall not have the right to effect such a purchase if,
within 30 days following the Master Servicer's delivery of a notice of election
pursuant to this paragraph, the Depositor, the Special Servicer, or the Majority
Subordinate Certificateholder shall give notice of its election to purchase all
of the Mortgage Loans and each REO Property remaining in REMIC I and REMIC II
and shall thereafter effect such purchase in accordance with the terms hereof.
The Master Servicer, the Depositor, or the Special Servicer shall not have the
right to effect such a purchase if, within 30 days following the


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Majority Subordinate Certificateholder's delivery of a notice of election
pursuant to this paragraph, 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 REMIC II 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, the
Majority Subordinate Certificateholder's, or the Depositor's purchase of all of
the Mortgage Loans and each REO Property remaining in REMIC I and REMIC II, the
Master Servicer, the Special Servicer, the Majority Subordinate
Certificateholder, or the Depositor, 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, or the Depositor, as applicable, the Mortgage
Files for the remaining Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder, or the Depositor,
as applicable, as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties to the Depositor, the Master Servicer, the Special
Servicer, or the Majority Subordinate Certificateholder (or their respective
designees), as applicable. Any transfer of Mortgage Loans to the Depositor
pursuant to this paragraph shall be on a servicing-released basis.

     Notice of any termination shall be given promptly by the Trustee by letter
to Certificateholders and the Companion Holder mailed (a) if such notice is
given in connection with the Depositor's, the Master Servicer's, the Special
Servicer's, or the Majority Subordinate Certificateholder's purchase of the
Mortgage Loans and each REO Property remaining in REMIC I and REMIC II, not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates or (b)
otherwise during the month of such final distribution on or before the
Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust Fund will terminate and final payment of the
Certificates will be made, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated. The Trustee shall give such notice to the Master Servicer,
the Special Servicer and the Depositor at the time such notice is given to
Certificateholders.

     Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Paying Agent shall
distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the


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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), and further exclusive of any
portion thereof that represents Prepayment Premiums and Yield Maintenance
Charges, shall be allocated in the order of priority set forth in Section
4.01(a), and (i), in each case to the extent of remaining available funds.

     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.

     All actual distributions on the respective Classes of REMIC IV Certificates
on the final Distribution Date in accordance with foregoing provisions of this
Section 9.01 shall, if applicable, be deemed to first have been distributed from
REMIC I to REMIC II on the REMIC I Senior Regular Interest in accordance with
Section 4.01(j) and from REMIC II to REMIC III on the various REMIC II Regular
Interests in accordance with Section 4.01(i) and then from REMIC III to REMIC IV
on the various REMIC III Regular Interests in accordance with Section 4.01(h).

     SECTION 9.02 Additional Termination Requirements.

     (a) If the Depositor, the Master Servicer, the Special Servicer or the
Majority Subordinate Certificate holders purchases all of the Mortgage Loans and
each REO Property remaining in REMIC I and REMIC II as provided in Section 9.01,
the Trust Fund (and, accordingly, REMIC I, REMIC II, REMIC III and REMIC IV)
shall be terminated in accordance with the following additional requirements,
unless the Person effecting the purchase obtains at its own expense and delivers
to the Trustee and, in the case of the Depositor, to the Trustee and the Master
Servicer, an Opinion of Counsel, addressed to the Trustee and the Master
Servicer, to the


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<PAGE>


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, REMIC II, REMIC III or REMIC IV as defined
in Section 860F of the Code or cause REMIC I, REMIC II, REMIC III or REMIC IV to
fail to qualify as a REMIC at any time that any Certificates are outstanding:

          (i) the Trustee shall specify the first day in the 90-day liquidation
     period in a statement attached to the final Tax Return for each of REMIC I,
     REMIC II, REMIC III and REMIC IV pursuant to Treasury regulation Section
     1.860F-1 and shall satisfy all requirements of a qualified liquidation
     under Section 860F of the Code and any regulations thereunder as set forth
     in an Opinion of Counsel obtained at the expense of the Trust Fund;

          (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 and REMIC II to the Master Servicer, the
     Depositor, the Special Servicer or the Majority Subordinate Certificate
     holders, 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, REMIC II, REMIC III and REMIC IV shall terminate at
     that time.

     (b) By their acceptance of Certificates, the Holders thereof hereby agree
to authorize the Trustee to specify the 90-day liquidation period for each of
REMIC I, REMIC II, REMIC III or REMIC IV, 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, REMIC II,
REMIC III and REMIC IV 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, the REMIC II Regular Interests, the


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<PAGE>


REMIC III Regular Interests and the Regular Certificates (or, in the case of the
Class IO Certificates, each of its Components) are hereby designated as "regular
interests" (within the meaning of Section 860G(a)(1) of the Code) in REMIC I,
REMIC II, REMIC III and REMIC IV, respectively. The Class R-I Certificates, the
Class R-II Certificates, the Class R-III and the Class R-IV 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, REMIC II, REMIC III and
REMIC IV, respectively. None of the Master Servicer, the Special Servicer or the
Trustee shall (to the extent within its control) permit the creation of any
other "interests" in REMIC I, REMIC II, REMIC III and REMIC IV (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,
REMIC II, REMIC III and REMIC IV within the meaning of Section 860G(a)(9) of the
Code.

     (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,
REMIC II, REMIC III and REMIC IV, 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 (in
consultation with the Tax Matters Person for each of REMIC I, REMIC II, REMIC
III and REMIC IV) as agent and attorney-in-fact for the Tax Matters Person for
each of REMIC I, REMIC II, REMIC III and REMIC IV in the performance of its
duties as such.

     (e) [RESERVED].

     (f) Except as otherwise provided in Section 3.17(a) and subsections (i) and
(j) below, the REMIC Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
each of REMIC I, REMIC II, REMIC III and REMIC IV (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(i) or 10.01(j)).

     (g) Within 30 days after the Closing Date, the REMIC Administrator 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, sign and file all of the other Tax Returns in
respect of REMIC I, REMIC II, REMIC III and REMIC IV. 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


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<PAGE>


Administrator or its designee such information with respect to each of REMIC I,
REMIC II, REMIC III and REMIC IV 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
Trustee to perform such obligations.

     (h) The REMIC Administrator shall perform on behalf of each of REMIC I,
REMIC II, REMIC III and REMIC IV 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, 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, REMIC II, REMIC III and REMIC IV.

     (i) The REMIC Administrator shall perform its duties hereunder so as to
maintain the status of each of REMIC I, REMIC II, REMIC III and REMIC IV as a
REMIC under the REMIC Provisions (and the Trustee, the Master Servicer and the
Special Servicer shall assist the REMIC Administrator to the extent reasonably
requested by the REMIC Administrator and to the extent of information within the
Trustee's, the Master Servicer's or the Special Servicer's possession or
control). None of the REMIC Administrator, Master Servicer, the Special
Servicer, or the Trustee shall knowingly take (or cause any of REMIC I, REMIC
II, REMIC III or REMIC IV to take) any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could (i) endanger the status of any of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC, or (ii) except as provided in Section 3.17(a),
result in the imposition of a tax upon any of REMIC I, REMIC II, REMIC III or
REMIC IV (including, but not limited to, the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code, the tax on contributions to a REMIC
set forth in Section 860G(d) of the Code or the result in the imposition of a
tax on "net income from foreclosure property" as defined in Section 860G(c) 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


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requesting such action or at the expense of the Trust Fund if the REMIC
Administrator seeks to take such action or to refrain from acting for the
benefit of the Certificateholders) to the effect that the contemplated action
will not result in an Adverse REMIC Event. The REMIC Administrator shall not
take any action or fail to take any action (whether or not authorized hereunder)
as to which the Master Servicer or the Special Servicer has advised it in
writing that either the Master Servicer or the Special Servicer has received or
obtained an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action. In addition, prior to taking any action with
respect to REMIC I, REMIC II, REMIC III and REMIC IV, or causing any of REMIC I,
REMIC II, REMIC III or REMIC IV to take any action, that is not expressly
permitted under the terms of this Agreement, the Master Servicer and the Special
Servicer shall consult with the REMIC Administrator or its designee, in writing,
with respect to whether such action could cause an Adverse REMIC Event to occur.
Neither the Master Servicer nor the Special Servicer shall take any such action
or cause any of REMIC I, REMIC II, REMIC III or REMIC IV to take any such action
as to which the REMIC Administrator has advised it in writing that an Adverse
REMIC Event could occur, and neither the Master Servicer nor the Special
Servicer shall have any liability hereunder for any action taken by it in
accordance with the written instructions of the REMIC Administrator. The REMIC
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not expressly
permitted by this Agreement, but in no event at the cost or expense of the Trust
Fund, the Trustee or the REMIC Administrator. At all times as may be required by
the Code, the REMIC Administrator shall make reasonable efforts to ensure that
substantially all of the assets of each of REMIC I, REMIC II, REMIC III or REMIC
IV will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the
Code and "permitted investments" as defined in Section 860G(a)(5) of the Code.

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


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Loan Originator, 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 or REMIC II,
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).

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

     (l) Following the Startup Day, none of the Trustee, the Master Servicer and
the Special Servicer shall accept any contributions of assets to REMIC I, REMIC
II, REMIC III or REMIC IV unless it shall have received an Opinion of Counsel
(at the expense of the party seeking to cause such contribution and in no event
at the expense of the Trust Fund or the Trustee) to the effect that the
inclusion of such assets in such REMIC will not cause: (i) such REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding; or (ii)
the imposition of any tax on such REMIC under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.

     (m) None of the Trustee, the Master Servicer and the Special Servicer shall
consent to or, to the extent it is within the control of such Person, permit:
(i) the sale or disposition of any of the Mortgage Loans (except in connection
with (A) the default or foreclosure of a Mortgage Loan, including, but not
limited to, the sale or other disposition of a Mortgaged Property acquired by
deed in lieu of foreclosure, (B) the bankruptcy of REMIC I, REMIC II, REMIC III
or REMIC IV, (C) the termination of REMIC I, REMIC II, REMIC III and REMIC IV
pursuant to Article IX of this Agreement, or (D) a purchase of Mortgage Loans
pursuant to or as contemplated by Article II or III of this Agreement); (ii) the
sale or disposition of any investments in the Certificate Account, the
Distribution Account or the REO Account for gain; or (iii) the acquisition of
any assets for REMIC I, REMIC II, REMIC III or REMIC IV (other than a Mortgaged
Property acquired through foreclosure, deed in lieu of foreclosure or otherwise
in respect of a defaulted Mortgage Loan, (2) a Qualified Substitute Mortgage
Loan pursuant to Article II hereof and (3) Permitted Investments acquired in
connection with the investment of funds in the Certificate Account, the
Distribution Account or the REO Account); in any event unless it has received an
Opinion of Counsel (at the expense of the party seeking to cause such sale,
disposition, or acquisition but in no event at the expense of the Trust Fund or
the Trustee) to the effect that such sale, disposition, or acquisition will not
cause: (x) REMIC I, REMIC II, REMIC III or REMIC IV 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, REMIC II, REMIC III or REMIC IV under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.


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     (n) Except as permitted by Section 3.17(a), none of the Trustee, the Master
Servicer and the Special Servicer shall enter into any arrangement by which
REMIC I, REMIC II, REMIC III or REMIC IV will receive a fee or other
compensation for services nor permit REMIC I, REMIC II, REMIC III or REMIC IV 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 as a separate asset of the Grantor Trust, and not of REMIC
I, REMIC II, REMIC III or REMIC IV, as permitted by Treasury Regulations Section
1.860G-2(i)(1) and, if necessary, under applicable state law and will file
appropriate federal or state Tax Returns for each taxable year ending on or
after the last day of the calendar year in which the Certificates are issued.

     (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, 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 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.


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     (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.

     (f) If any tax is imposed on the Grantor Trust, such tax, together with all
incidental costs and expenses (including, without limitation, penalties and
reasonable attorneys' fees), shall be charged to and paid by: (i) the REMIC
Administrator, if such tax arises out of or results from a breach by the REMIC
Administrator of any of its obligations under this Section 10.02; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.02; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.02; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.02; or (v) the portion of the Trust Fund constituting the
Grantor Trust in all other instances.


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                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     SECTION 11.01 Amendment.

     (a) This Agreement may be amended from time to time by the mutual agreement
of the Depositor, the Master Servicer, the Special Servicer and the Trustee,
without the consent of any of the Certificateholders, (i) to cure any ambiguity,
(ii) to correct, modify or supplement any provision herein which may be
inconsistent with any other provision herein, (iii) to add any other provisions
with respect to matters or questions arising hereunder which shall not be
inconsistent with the provisions hereof, (iv) to relax or eliminate any
requirement hereunder imposed by the REMIC Provisions if the REMIC Provisions
are amended or clarified such that any such requirement may be relaxed or
eliminated, or (v) if such amendment, as evidenced by an Opinion of Counsel (at
the expense of the Trust Fund, in the case of any amendment requested by the
Master Servicer or Special Servicer that protects or is in furtherance of the
interests of the Certificateholders, and otherwise at the expense of the party
seeking such amendment) delivered to the Master Servicer, the Special Servicer
and the Trustee, is advisable or reasonably necessary to comply with any
requirements imposed by the Code or any successor or amendatory statute or any
temporary or final regulation, revenue ruling, revenue procedure or other
written official announcement or interpretation relating to federal income tax
laws or any such proposed action which, if made effective, would apply
retroactively to any of the REMICs created hereunder at least from the effective
date of such amendment, or would be necessary to avoid the occurrence of a
prohibited transaction or to reduce the incidence of any tax that would arise
from any actions taken with respect to the operation of any such REMIC; provided
that such action (except any amendment described in clause (v) above) shall not,
as evidenced by an Opinion of Counsel (at the expense of the Trust Fund, in the
case of any amendment requested by the Master Servicer or Special Servicer that
protects or is in furtherance of the interests of the Certificateholders, and
otherwise at the expense of the party seeking such amendment) obtained by or
delivered to the Master Servicer, the Special Servicer and the Trustee,
adversely affect in any material respect the interests of any Certificateholder;
and provided further that the Master Servicer, the Special Servicer and the
Trustee shall have first obtained from each Rating Agency written confirmation
that such amendment will not result in the qualification, downgrade or
withdrawal of the rating on any Class of Certificates.

     (b) This Agreement may also be amended from time to time by the agreement
of the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least 51% of the
Voting Rights allocated to the affected Classes for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of


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Certificates; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received or advanced on
Mortgage Loans that are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) as evidenced by an Opinion
of Counsel obtained by or delivered to the Master Servicer, the Special Servicer
and the Trustee, adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in (i)
without the consent of the Holders of all Certificates of such Class, (iii)
modify the provisions of this Section 11.01 without the consent of the Holders
of all Certificates then outstanding, (iv) modify the provisions of Section 3.20
without the consent of the Holders of Certificates entitled to all of the Voting
Rights or (v) modify the definition of Servicing Standard or the specified
percentage of Voting Rights which are required to be held by Certificateholders
to consent or not to object to any particular action pursuant to any provision
of this Agreement without the consent of the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.01,
Certificates registered in the name of the Depositor or any Affiliate of the
Depositor shall be entitled to the same Voting Rights with respect to matters
described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing
duties with respect to any of the Mortgage Loans.

     (c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall first have
obtained or been furnished with an Opinion of Counsel (at the expense of the
Trust Fund, in the case of any amendment requested by the Master Servicer or
Special Servicer that protects or is in furtherance of the interests of the
Certificateholders, and, otherwise, at the expense of the party seeking such
amendment) to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on any
of REMIC I, REMIC II, REMIC III or REMIC IV pursuant to the REMIC Provisions or
on the Grantor Trust or cause any of REMIC I, REMIC II, REMIC III or REMIC IV to
fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a "grantor
trust" at any time that any Certificates are outstanding and (ii) such amendment
complies with the provisions of this Section 10.01.

     (d) Promptly after the execution of any such amendment, the Trustee shall
send a copy thereof to each Certificateholder.

     (e) It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.


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     (f) Each of the Master Servicer, the Special Servicer and the Trustee may
but shall not be obligated to enter into any amendment pursuant to this Section
that affects its rights, duties and immunities under this Agreement or
otherwise.

     (g) The cost of any Opinion of Counsel to be delivered pursuant to Section
11.01(a), (b) or (c) shall be borne by the Person seeking the related amendment,
except that if the Master Servicer, the Special Servicer or the Trustee requests
any amendment of this Agreement that protects or is in furtherance of the rights
and interests of Certificateholders, the cost of any Opinion of Counsel required
in connection therewith pursuant to Section 11.01(a) or (c) shall be payable out
of the Certificate Account or the Distribution Account pursuant to Section 3.05.

     SECTION 11.02 Recordation of Agreement; Counterparts.

     (a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer at the expense of the Trust Fund, but only upon direction
accompanied by an Opinion of Counsel (the cost of which may be paid out of the
Certificate Account pursuant to Section 3.05(a)) to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders; provided, however, that the Trustee shall have no obligation
or responsibility to determine whether any such recordation of this Agreement is
required.

     (b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

     SECTION 11.03 Limitation on Rights of Certificateholders.

     (a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

     (b) No Certificateholder shall have any right to vote (except as expressly
provided for herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders


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from time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third party by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

     (c) No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement or any Mortgage Loan, unless,
with respect to any suit, action or proceeding upon or under or with respect to
this Agreement, such Holder previously shall have given to the Trustee a written
notice of default hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also (except in the case of a default by the Trustee) the
Holders of Certificates entitled to at least 25% of the Voting Rights shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

     SECTION 11.04 Governing Law.

     This Agreement and the Certificates shall be construed in accordance with
the internal laws of the State of New York applicable to agreements made and to
be performed in said State, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

     SECTION 11.05 Notices.

     Any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given when delivered to: (i) in the case of the Depositor, First Union
Commercial Mortgage Securities, Inc., One First Union Center, Charlotte, North
Carolina 28228, Attention: Barry Reiner, facsimile number: 704-383-1356; (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


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Union National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2000-C2, facsimile number: 704-593-7735; (iii) in the case
of the Special 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 2000-C2, facsimile number: 704-593-7735; (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 2000-C2, facsimile number 410-884-2360; (v) in
the case of the Underwriters to each of First Union Securities, Inc., First
Union Capital Markets Group, One First Union Center, DC6, Charlotte, North
Carolina 28288-1075, Attention: Craig M. Lieberman, First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2000-C2, facsimile number: 704-374-6435 and Merrill Lynch, Pierce, Fenner &
Smith, Incorporated, 100 Church Street, 18th Floor, New York, New York
10080-6518, Attention: Andrea Balkan, facsimile number (212) 602-7552; (vi) in
the case of the Rating Agencies, (A) Standard & Poor's Ratings Services, 55
Water St., New York, New York; and (B) Fitch, Inc., One State Street Plaza, New
York, New York 10041, Attention: Commercial Mortgage - Backed Securities,
facsimile number (212) 635-0295; 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.


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     SECTION 11.08 Streit Act.

     Any provisions required to be contained in this Agreement by Section 126 of
Article 4-A of the New York Real Property Law are hereby incorporated herein,
and such provisions shall be in addition to those conferred or imposed by this
Agreement; provided, however, that to the extent that such Section 126 shall not
have any effect, and if said Section 126 should at any time be repealed or cease
to apply to this Agreement or be construed by judicial decision to be
inapplicable, said Section 126 shall cease to have any further effect upon the
provisions of this Agreement. In case of a conflict between the provisions of
this Agreement and any mandatory provisions of Article 4-A of the New York Real
Property Law, such mandatory provisions of said Article 4-A shall prevail,
provided that if said Article 4-A shall not apply to this Agreement, should at
any time be repealed, or cease to apply to this Agreement or be construed by
judicial decision to be inapplicable, such mandatory provisions of such Article
4-A shall cease to have any further effect upon the provisions of this
Agreement.

     SECTION 11.09 Successors and Assigns; Beneficiaries.

     The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders. This
Agreement may not be amended in any manner that would adversely affect the
rights of any third party beneficiary hereof without its consent. No other
person, including, without limitation, any Mortgagor, shall be entitled to any
benefit or equitable right, remedy or claim under this Agreement.

     SECTION 11.10 Article and Section Headings.

     The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.

     SECTION 11.11 Notices to Rating Agencies.

     (a) The Trustee shall promptly provide notice to each Rating Agency with
respect to each of the following of which it has actual knowledge:

          (i) any material change or amendment to this Agreement;

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

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


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          (iv) the repurchase of Mortgage Loans by either of the Mortgage Loan
     Originators pursuant to the Mortgage Loan Purchase Agreement or the Merrill
     Mortgage Loan Purchase Agreement;

          (v) any change in the location of the Distribution Account;

          (vi) the final payment to any Class of Certificateholders; and

          (vii) any sale or disposition of any Mortgage Loan or REO Property.

     (b) The Master Servicer shall promptly provide notice to each Rating Agency
with respect to each of the following of which it has actual knowledge:

          (i) the resignation or removal of the Trustee; and

          (ii) any change in the location of the Certificate Account.

     (c) The Special Servicer shall furnish each Rating Agency with respect to a
non-performing or defaulted Mortgage Loan such information as the Rating Agency
shall reasonably request and which the Special Servicer can reasonably provide
in accordance with applicable law.

     (d) To the extent applicable, each of the Master Servicer and the Special
Servicer shall promptly furnish to each Rating Agency copies of the following
items:

          (i) each of its annual statements as to compliance described in
     Section 3.13;

          (ii) each of its annual independent public accountants' servicing
     reports described in Section 3.14;

          (iii) any Officers' Certificate delivered to the Trustee pursuant to
     Section 4.03(c) or 3.08; and

          (iv) each of the reports described in Section 3.12(a) and the
     statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d).

     (e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 3.15(a) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).


                                      235


<PAGE>


     (f) The Trustee shall promptly deliver to each Rating Agency a copy of each
statement or report described in Section 4.02.

     (g) Each of the Trustee, the Master Servicer and the Special Servicer shall
provide to each Rating Agency such other information with respect to the
Mortgage Loans and the Certificates, to the extent such party possesses such
information, as such Rating Agency shall reasonably request.

     (h) Notwithstanding any provision herein to the contrary each of the Master
Servicer, the Special Servicer or the Trustee shall deliver to any Underwriter
any report prepared by such party hereunder upon request.

     SECTION 11.12 Complete Agreement.

     This Agreement embodies the complete agreement among the parties and may
not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.


                                      236


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective officers thereunto duly authorized, in each case as
of the day and year first above written.


                                          FIRST UNION COMMERCIAL
                                          MORTGAGE SECURITIES, INC.
                                          Depositor


                                          By:
                                              ----------------------------------
                                              Name:  Craig Lieberman
                                              Title: Vice President




                                          FIRST UNION NATIONAL BANK
                                          Master Servicer


                                          By:
                                              ----------------------------------
                                              Name:  Timothy S. Ryan
                                              Title: Vice President



                                          FIRST UNION NATIONAL BANK
                                          Special Servicer

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



                                          WELLS FARGO BANK MINNESOTA, N.A.
                                          Trustee


                                          By:
                                              ----------------------------------
                                              Name:  Leslie A. Gaskill
                                              Title: Vice President



                                      237


<PAGE>

             CLASS A-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST

<TABLE>
<CAPTION>

<S>                                                   <C>
Pass-Through Rate: 6.940% per annum                   Class Principal Balance of the Class A-1
                                                      Certificates as of the Closing Date:
                                                      $187,400,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class A-1 Certificate as of the
                                                      Closing Date:$187,400,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332(1)

First Distribution Date: December 15, 2000

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

Special Servicer:  First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XAW9
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH

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

(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.

                                       1

<PAGE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 AND CLASS O CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND THE CLASS A-2 CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND
EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS SUCH PLAN (1) QUALIFIES AS AN ACCREDITED INVESTOR AS DEFINED IN RULE
501(A)(1) OF REGULATION D UNDER THE SECURITIES ACT AND AT THE TIME OF SUCH
TRANSFER, THE CERTIFICATES ARE RATED IN ONE OF THE TOP FOUR RATING CATEGORIES BY
AT LEAST ONE RATING AGENCY, (2) THE PURCHASER IS AN INSURANCE COMPANY GENERAL
ACCOUNT THAT IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS OF, SECTION
III

                                       2

<PAGE>

OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR (3) CAN
PROVIDE 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. EACH PERSON
WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class A-1 Certificate (obtained by dividing the
principal amount of this Class A-1 Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class A-1 Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class A-1
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement), and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class A-1 Certificates
on the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class A-1 Certificates will be made by Wells
Fargo Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related

                                       3

<PAGE>

Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions), or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate,
but taking into account possible future distributions of Additional Interest)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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.

                                       4

<PAGE>

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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor 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 5% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

                                       5

<PAGE>

     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.

                                       6

<PAGE>

     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                                       By:__________________________________

                                            Authorized Representative

                                       7

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.

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

                                       By:_______________________________

                                            Authorized Representative

                                       8

<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

     I (we) further direct the Certificate Registrar to issue a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Commercial Mortgage Pass-Through
Certificate to the following address:

Dated: _________________________


                                        Signature by or on behalf of Assignor



                                        Signature Guaranteed

                                       9

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

     The Assignee should include the following for purposes of distribution:

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

     Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

     This information is provided by ________________________________, the
Assignee named above, or ____________________________________, as its agent.

                                       10

<PAGE>

             CLASS A-2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST

<TABLE>
<CAPTION>

<S>                                                   <C>
Pass-Through Rate: 7.202% per annum                   Class Principal Balance of the Class A-2
                                                      Certificates as of the Closing Date:
                                                      $686,856,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class A-2 Certificate as of the
                                                      Closing Date: $400,000,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332(1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XAX7

</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH

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

(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.

                                       11

<PAGE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 AND CLASS O CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND THE CLASS A-1 CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND
EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS SUCH PLAN (1) QUALIFIES AS AN ACCREDITED INVESTOR AS DEFINED IN RULE
501(A)(1) OF REGULATION D UNDER THE SECURITIES ACT AND AT THE TIME OF SUCH
TRANSFER, THE CERTIFICATES ARE RATED IN ONE OF THE TOP FOUR RATING CATEGORIES BY
AT LEAST ONE RATING AGENCY, (2) THE PURCHASER IS AN INSURANCE COMPANY GENERAL
ACCOUNT THAT IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS OF, SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION

                                       12

<PAGE>

95-60, OR (3) CAN PROVIDE 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.
EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT
THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class A-2 Certificate (obtained by dividing the
principal amount of this Class A-2 Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class A-2 Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class A-2
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class A-2 Certificates
on the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class A-2 Certificates will be made by Wells
Fargo Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all

                                       13

<PAGE>

subsequent distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate, but taking into account
possible future distributions of Additional Interest) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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.

                                       14

<PAGE>

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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor 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 5% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

                                       15

<PAGE>

     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.

                                       16

<PAGE>

     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                                      By:___________________________________

                                           Authorized Representative

                                       17

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.

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

                                      By:__________________________________

                                           Authorized Representative

                                       18

<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

                                       19

<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.

                                       20

<PAGE>

             CLASS A-2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST

<TABLE>
<CAPTION>

<S>                                                   <C>
Pass-Through Rate: 7.202% per annum                   Class Principal Balance of the Class A-2
                                                      Certificates as of the Closing Date:
                                                      $686,856,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class A-2 Certificate as of the
                                                      Closing Date: $286,856,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332(1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No.  2                                    CUSIP No. 33736XAX7
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH

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

(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.

                                       21

<PAGE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 AND CLASS O CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND THE CLASS A-1 CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND
EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS SUCH PLAN (1) QUALIFIES AS AN ACCREDITED INVESTOR AS DEFINED IN RULE
501(A)(1) OF REGULATION D UNDER THE SECURITIES ACT AND AT THE TIME OF SUCH
TRANSFER, THE CERTIFICATES ARE RATED IN ONE OF THE TOP FOUR RATING CATEGORIES BY
AT LEAST ONE RATING AGENCY, (2) THE PURCHASER IS AN INSURANCE COMPANY GENERAL
ACCOUNT THAT IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS OF, SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION

                                       22

<PAGE>

95-60, OR (3) CAN PROVIDE 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.
EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT
THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class A-2 Certificate (obtained by dividing the
principal amount of this Class A-2 Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class A-2 Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class A-2
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class A-2 Certificates
on the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class A-2 Certificates will be made by Wells
Fargo Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all

                                       23

<PAGE>

subsequent distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate, but taking into account
possible future distributions of Additional Interest) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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.

                                       24

<PAGE>


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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor 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 5% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.


                                       25
<PAGE>


     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.


                                       26
<PAGE>


     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                                    By:____________________________________

                                           Authorized Representative


                                       27
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.

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

                                    By:____________________________________

                                          Authorized Representative


                                       28
<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


                                       29
<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.


                                       30
<PAGE>


             CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by


                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST
<TABLE>
<S>                                                   <C>
Pass-Through Rate: Variable                           Aggregate Certificate Notional Amount of
                                                      all Class IO Certificates as of the
                                                      Closing Date: $1,142,819,332

Date of Pooling and Servicing Agreement:              Certificate Notional Amount of this Class
as of November 1, 2000                                IO Certificate as of the Closing
                                                      Date:$400,000,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the
                                                      Cut-Off Date: $1,147,819,332(1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XBN8
</TABLE>

THIS CERTIFICATE IS NOT ENTITLED TO INTEREST ON THE CERTIFICATE NOTIONAL AMOUNT,
BUT IS ENTITLED TO RECEIVE INTEREST ON ITS COMPONENTS AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT.

----------------------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.


                                       31
<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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").

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS NOVEMBER 29, 2000. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR
THE PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A CPR
(WITHIN THE MEANING OF THE PROSPECTUS SUPPLEMENT) OF 0% EXCEPT THAT IT IS
ASSUMED THAT THE ARD LOANS PAY THEIR RESPECTIVE OUTSTANDING PRINCIPAL BALANCES
ON THEIR RELATED ANTICIPATED REPAYMENT DATES (AS SUCH TERMS ARE USED IN THE
PROSPECTUS SUPPLEMENT) (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $41.25 OF OID PER $1,000 OF INITIAL CERTIFICATE
NOTIONAL BALANCE, THE YIELD TO MATURITY IS 9.6521% PER ANNUM AND THE AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $.33207 PER
$1,000 OF INITIAL CERTIFICATE NOTIONAL BALANCE, COMPUTED UNDER THE EXACT METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS


                                       32
<PAGE>


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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS SUCH PLAN (1) QUALIFIES AS AN ACCREDITED INVESTOR AS DEFINED IN RULE
501(A)(1) OF REGULATION D UNDER THE SECURITIES ACT AND AT THE TIME OF SUCH
TRANSFER, THE CERTIFICATES ARE RATED IN ONE OF THE TOP FOUR RATING CATEGORIES BY
AT LEAST ONE RATING AGENCY, (2) THE PURCHASER IS AN INSURANCE COMPANY GENERAL
ACCOUNT THAT IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS OF, SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR (3)
CAN PROVIDE 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. EACH PERSON
WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class IO Certificate in that certain beneficial
ownership interest evidenced by all the Class IO Certificates in the Trust Fund
created pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), among First Union Commercial Mortgage Securities, Inc.
(herein called the "Depositor", which term includes any successor entity under
the Agreement), First Union National Bank (in such capacity, herein called the
"Master Servicer", which term includes any successor entity under the
Agreement), First Union National Bank (in such capacity, herein called the
"Special Servicer", which term includes any successor entity under the
Agreement), and Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


                                       33
<PAGE>


     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"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class IO Certificates on
the applicable Distribution Date pursuant to the Agreement. The Pass-Through
Rate applicable to each Component of the Class IO Certificates for each
Distribution Date will equal the excess, if any, of the REMIC III Remittance
Rate for such Distribution Date over the Pass-Through Rate then applicable to
the corresponding Class of Sequential Pay Certificates. All distributions made
under the Agreement on the Class IO Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class IO Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class IO
Certificates are exchangeable for new Class IO Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate


                                       34
<PAGE>


Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class IO Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

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

     No service charge will be imposed for any registration of transfer or
exchange of Class IO Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class IO
Certificates.

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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
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


                                       35
<PAGE>


behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any
advance with respect thereto) or other liquidation of the last Mortgage Loan or
REO Property remaining in the Trust Fund, and (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer, or the Majority
Subordinate Certificateholder at a price determined as provided in the Agreement
of all Mortgage Loans and each REO Property remaining in the Trust Fund. The
Agreement permits, but does not require, the Master Servicer, the Special
Servicer, the Majority Subordinate Certificateholder or the Depositor to
purchase from the Trust Fund all Mortgage Loans and each REO Property remaining
therein. The exercise of such right will effect early retirement of the Class IO
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.


                                       36
<PAGE>


     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                                    By:__________________________________

                                          Authorized Representative


                                       37
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:_________________________________

                                         Authorized Representative


                                       38
<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


                                       39
<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.


                                       40
<PAGE>


             CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by


                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST
<TABLE>
<S>                                                   <C>
Pass-Through Rate: Variable                           Aggregate Certificate Notional Amount of
                                                      all Class IO Certificates as of the
                                                      Closing Date: $1,142,819,332

Date of Pooling and Servicing Agreement:              Certificate Notional Amount of this Class
as of November 1, 2000                                IO Certificate as of the Closing
                                                      Date: $400,000,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the
                                                      Cut-Off Date: $1,147,819,332(1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No.  2                                    CUSIP No. 33736XBN8
</TABLE>

THIS CERTIFICATE IS NOT ENTITLED TO INTEREST ON THE CERTIFICATE NOTIONAL AMOUNT,
BUT IS ENTITLED TO RECEIVE INTEREST ON ITS COMPONENTS AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT.

----------------------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.


                                       41
<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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").

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS NOVEMBER 29, 2000. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR
THE PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A CPR
(WITHIN THE MEANING OF THE PROSPECTUS SUPPLEMENT) OF 0% EXCEPT THAT IT IS
ASSUMED THAT THE ARD LOANS PAY THEIR RESPECTIVE OUTSTANDING PRINCIPAL BALANCES
ON THEIR RELATED ANTICIPATED REPAYMENT DATES (AS SUCH TERMS ARE USED IN THE
PROSPECTUS SUPPLEMENT) (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $41.25 OF OID PER $1,000 OF INITIAL CERTIFICATE
NOTIONAL BALANCE, THE YIELD TO MATURITY IS 9.6521% PER ANNUM AND THE AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $.33207 PER
$1,000 OF INITIAL CERTIFICATE NOTIONAL BALANCE, COMPUTED UNDER THE EXACT METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS


                                       42
<PAGE>


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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS SUCH PLAN (1) QUALIFIES AS AN ACCREDITED INVESTOR AS DEFINED IN RULE
501(A)(1) OF REGULATION D UNDER THE SECURITIES ACT AND AT THE TIME OF SUCH
TRANSFER, THE CERTIFICATES ARE RATED IN ONE OF THE TOP FOUR RATING CATEGORIES BY
AT LEAST ONE RATING AGENCY, (2) THE PURCHASER IS AN INSURANCE COMPANY GENERAL
ACCOUNT THAT IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS OF, SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR (3)
CAN PROVIDE 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. EACH PERSON
WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class IO Certificate in that certain beneficial
ownership interest evidenced by all the Class IO Certificates in the Trust Fund
created pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), among First Union Commercial Mortgage Securities, Inc.
(herein called the "Depositor", which term includes any successor entity under
the Agreement), First Union National Bank (in such capacity, herein called the
"Master Servicer", which term includes any successor entity under the
Agreement), First Union National Bank (in such capacity, herein called the
"Special Servicer", which term includes any successor entity under the
Agreement), and Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


                                       43
<PAGE>


     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"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class IO Certificates on
the applicable Distribution Date pursuant to the Agreement. The Pass-Through
Rate applicable to each Component of the Class IO Certificates for each
Distribution Date will equal the excess, if any, of the REMIC III Remittance
Rate for such Distribution Date over the Pass-Through Rate then applicable to
the corresponding Class of Sequential Pay Certificates. All distributions made
under the Agreement on the Class IO Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class IO Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class IO
Certificates are exchangeable for new Class IO Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate


                                       44
<PAGE>


Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class IO Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

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

     No service charge will be imposed for any registration of transfer or
exchange of Class IO Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class IO
Certificates.

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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
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


                                       45
<PAGE>


behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any
advance with respect thereto) or other liquidation of the last Mortgage Loan or
REO Property remaining in the Trust Fund, and (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer, or the Majority
Subordinate Certificateholder at a price determined as provided in the Agreement
of all Mortgage Loans and each REO Property remaining in the Trust Fund. The
Agreement permits, but does not require, the Master Servicer, the Special
Servicer, the Majority Subordinate Certificateholder or the Depositor to
purchase from the Trust Fund all Mortgage Loans and each REO Property remaining
therein. The exercise of such right will effect early retirement of the Class IO
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.


                                       46
<PAGE>

        IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: November 29, 2000

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

                                    By:________________________________

                                          Authorized Representative


                                       47
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:__________________________________

                                         Authorized Representative


                                       48
<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


                                       49
<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.


                                       50
<PAGE>


             CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by


                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST
<TABLE>
<S>                                                   <C>
Pass-Through Rate: Variable                           Aggregate Certificate Notional Amount of
                                                      all Class IO Certificates as of the
                                                      Closing Date: $1,142,819,332

Date of Pooling and Servicing Agreement:              Certificate Notional Amount of this Class
as of November 1, 2000                                IO Certificate as of the Closing
                                                      Date: $342,819,332

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the
                                                      Cut-Off Date: $1,147,819,332(1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 3                                     CUSIP No. 33736XBN8
</TABLE>

THIS CERTIFICATE IS NOT ENTITLED TO INTEREST ON THE CERTIFICATE NOTIONAL AMOUNT,
BUT IS ENTITLED TO RECEIVE INTEREST ON ITS COMPONENTS AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT.

----------------------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.


                                       51
<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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").

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS NOVEMBER 29, 2000. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR
THE PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A CPR
(WITHIN THE MEANING OF THE PROSPECTUS SUPPLEMENT) OF 0% EXCEPT THAT IT IS
ASSUMED THAT THE ARD LOANS PAY THEIR RESPECTIVE OUTSTANDING PRINCIPAL BALANCES
ON THEIR RELATED ANTICIPATED REPAYMENT DATES (AS SUCH TERMS ARE USED IN THE
PROSPECTUS SUPPLEMENT) (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $41.25 OF OID PER $1,000 OF INITIAL CERTIFICATE
NOTIONAL BALANCE, THE YIELD TO MATURITY IS 9.6521% PER ANNUM AND THE AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $.33207 PER
$1,000 OF INITIAL CERTIFICATE NOTIONAL BALANCE, COMPUTED UNDER THE EXACT METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS


                                       52
<PAGE>


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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS SUCH PLAN (1) QUALIFIES AS AN ACCREDITED INVESTOR AS DEFINED IN RULE
501(A)(1) OF REGULATION D UNDER THE SECURITIES ACT AND AT THE TIME OF SUCH
TRANSFER, THE CERTIFICATES ARE RATED IN ONE OF THE TOP FOUR RATING CATEGORIES BY
AT LEAST ONE RATING AGENCY, (2) THE PURCHASER IS AN INSURANCE COMPANY GENERAL
ACCOUNT THAT IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS OF, SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR (3)
CAN PROVIDE 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. EACH PERSON
WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class IO Certificate in that certain beneficial
ownership interest evidenced by all the Class IO Certificates in the Trust Fund
created pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), among First Union Commercial Mortgage Securities, Inc.
(herein called the "Depositor", which term includes any successor entity under
the Agreement), First Union National Bank (in such capacity, herein called the
"Master Servicer", which term includes any successor entity under the
Agreement), First Union National Bank (in such capacity, herein called the
"Special Servicer", which term includes any successor entity under the
Agreement), and Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


                                       53
<PAGE>


     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"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class IO Certificates on
the applicable Distribution Date pursuant to the Agreement. The Pass-Through
Rate applicable to each Component of the Class IO Certificates for each
Distribution Date will equal the excess, if any, of the REMIC III Remittance
Rate for such Distribution Date over the Pass-Through Rate then applicable to
the corresponding Class of Sequential Pay Certificates. All distributions made
under the Agreement on the Class IO Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class IO Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class IO
Certificates are exchangeable for new Class IO Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate


                                       54
<PAGE>


Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class IO Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

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

     No service charge will be imposed for any registration of transfer or
exchange of Class IO Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class IO
Certificates.

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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
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


                                       55
<PAGE>


behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any
advance with respect thereto) or other liquidation of the last Mortgage Loan or
REO Property remaining in the Trust Fund, and (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer, or the Majority
Subordinate Certificateholder at a price determined as provided in the Agreement
of all Mortgage Loans and each REO Property remaining in the Trust Fund. The
Agreement permits, but does not require, the Master Servicer, the Special
Servicer, the Majority Subordinate Certificateholder or the Depositor to
purchase from the Trust Fund all Mortgage Loans and each REO Property remaining
therein. The exercise of such right will effect early retirement of the Class IO
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.


                                       56
<PAGE>


     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                                    By:___________________________________

                                           Authorized Representative


                                       57
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:__________________________________

                                           Authorized Representative


                                       58
<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


















                                       59
<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.



                                       60
<PAGE>





              CLASS B COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by


                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST


<TABLE>
<S>                                                   <C>
Pass-Through Rate: 7.281% per annum                   Class Principal Balance of the Class B
                                                      Certificates as of the Closing Date:
                                                      $55,713,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class B Certificate as of the Closing
                                                      Date: $55,713,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332 (1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736 XAZ 2

</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH


----------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.



                                       61
<PAGE>



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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 CERTIFICATES, THE CLASS A-2
CERTIFICATES AND THE CLASS IO CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS IT EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES
AND THE CLASS A-2 CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO,
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO



                                       62
<PAGE>



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 AND CLASS O CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class B Certificate (obtained by dividing the
principal amount of this Class B Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class B Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class B
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class B Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class B Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on



                                       63
<PAGE>



this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate, but taking into account possible future distributions of
Additional Interest) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

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



                                       64
<PAGE>



     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor 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
5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.



                                       65
<PAGE>



     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000


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

                                    By:
                                       _________________________________________
                                              Authorized Representative




















                                       66
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:
                                       _________________________________________
                                              Authorized Representative

















                                       67
<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















                                       68
<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.



                                       69
<PAGE>





              CLASS C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by


                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST


<TABLE>
<S>                                                   <C>
Pass-Through Rate: 7.428% per annum                   Class Principal Balance of the Class C
                                                      Certificates as of the Closing Date:
                                                      $42,855,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class C Certificate as of the Closing
                                                      Date: $42,855,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332 (1)


First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XBA6
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH



----------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.



                                       70
<PAGE>



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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES AND THE CLASS B CERTIFICATES OF THE SAME
SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS IT EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES AND THE CLASS B CERTIFICATES OF THE SAME SERIES ARE
REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE



                                       71
<PAGE>



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 AND CLASS O CERTIFICATES
OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class C Certificate (obtained by dividing the
principal amount of this Class C Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class C Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class C
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class C Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class C Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder



                                       72
<PAGE>



as it appears in the Certificate Register. Notwithstanding the foregoing, the
final distribution on this Certificate (determined without regard to any
possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, but taking into account
possible future distributions of Additional Interest) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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



                                       73
<PAGE>



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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor 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
5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.



                                       74
<PAGE>



     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000


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

                                    By:
                                       _________________________________________
                                              Authorized Representative






















                                       75
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:
                                       _________________________________________
                                              Authorized Representative

















                                       76
<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



















                                       77
<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.



















                                       78
<PAGE>





              CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST

<TABLE>
<S>                                                   <C>
Pass-Through Rate:  7.526% per annum                  Class Principal Balance of the Class D
                                                      Certificates as of the Closing Date:
                                                      $17,143,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class D Certificate as of the Closing
                                                      Date: $17,143,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332 (1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XBB4
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH


----------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.



                                       79
<PAGE>



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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES AND THE CLASS
C CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS IT EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").



                                       80
<PAGE>



IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES AND THE CLASS C
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS E, CLASS
F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class D Certificate (obtained by dividing the
principal amount of this Class D Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class D Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class D
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the



                                       81
<PAGE>



Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class D Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class D Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate, but taking into account
possible future distributions of Additional Interest) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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



                                       82
<PAGE>



Certificate for registration of transfer at the offices of the Certificate
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Certificate Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Class D Certificates in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

     No service charge will be imposed for any registration of transfer or
exchange of Class D Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class D
Certificates.

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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor 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
5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate



                                       83
<PAGE>



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 a REMIC, without the consent of the Holders of any of the
Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.



                                       84
<PAGE>


     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000


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

                                    By:
                                       _________________________________________
                                              Authorized Representative






















                                       85
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:
                                       _________________________________________
                                              Authorized Representative
























                                       86
<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














                                       87
<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.



























                                       88
<PAGE>





              CLASS E COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST

<TABLE>
<S>                                                   <C>
Pass-Through Rate: Weighted Average REMIC III         Class Principal Balance of the Class E
Remittance Rate minus 0.59%                           Certificates as of the Closing Date:
                                                      $18,571,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class E Certificate as of the Closing
                                                      Date: $18,571,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332 (1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XBC2

</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH


----------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.





                                       89
<PAGE>






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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES AND THE CLASS D CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS IT EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").



                                       90
<PAGE>


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES
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 AND CLASS O CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class E Certificate (obtained by dividing the
principal amount of this Class E Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class E Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class E
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the



                                       91
<PAGE>



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. The Pass-Through Rate applicable to
the Class E Certificates on each Distribution Date will equal the Weighted
Average REMIC III Remittance Rate minus 0.59%. All distributions made under the
Agreement on the Class E Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate, but taking into account
possible future distributions of Additional Interest) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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.



                                       92
<PAGE>



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

     No service charge will be imposed for any registration of transfer or
exchange of Class E Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class E
Certificates.

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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor 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
5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to



                                       93
<PAGE>



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 a REMIC, without
the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.













                                       94
<PAGE>


     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000


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

                                    By:
                                       _________________________________________
                                              Authorized Representative



















                                       95
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:
                                       _________________________________________
                                              Authorized Representative

















                                       96
<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




















                                       97
<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.





















                                       98
<PAGE>





             CLASS F COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST

<TABLE>
<S>                                                   <C>
Pass-Through Rate: Weighted Average REMIC III         Class Principal Balance of the Class F
Remittance Rate minus 0.52%                           Certificates as of the Closing Date:
                                                      $17,142,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class F Certificate as of the Closing
                                                      Date: $17,142,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332 (1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XBD0
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH


----------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.



                                       99
<PAGE>






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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES AND CLASS E CERTIFICATES OF THE SAME
SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS IT EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").



                                      100
<PAGE>


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES 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 F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N AND CLASS O CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class F Certificate (obtained by dividing the
principal amount of this Class F Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class F Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class F
Certificates in the Trust 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
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is



                                      101
<PAGE>



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. The Pass-Through Rate applicable to the Class F Certificates on each
Distribution Date will equal the Weighted Average REMIC III Remittance Rate
minus 0.52%. All distributions made under the Agreement on the Class F
Certificates will be made by Wells Fargo Bank Minnesota, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate, but taking into account possible future distributions of
Additional Interest) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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.



                                      102
<PAGE>



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

     No service charge will be imposed for any registration of transfer or
exchange of Class F Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class F
Certificates.

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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor 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
5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at



                                      103
<PAGE>



any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates entitled to at least 51%
of the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, including any
amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as a REMIC, without the consent of the Holders of any of the
Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.





















                                      104
<PAGE>


     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000


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

                                    By:
                                       _________________________________________
                                              Authorized Representative


























                                      105
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:
                                       _________________________________________
                                              Authorized Representative


























                                      106
<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
















                                      107
<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.





















                                      108
<PAGE>





              CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST

<TABLE>
<S>                                                   <C>
Pass-Through Rate: Weighted Average REMIC III         Class Principal Balance of the Class G
Remittance Rate minus 0.10%                           Certificates as of the Closing Date:
                                                      $14,285,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class G Certificate as of the Closing
                                                      Date: $14,285,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332 (1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No.  33736XAY5
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH



----------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.












                                      109
<PAGE>






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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES AND THE CLASS F
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS IT EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").



                                      110
<PAGE>


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES 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 AND CLASS O CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY
CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class G Certificate (obtained by dividing the
principal amount of this Class G Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class G Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class G
Certificates in the Trust 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
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is



                                      111
<PAGE>



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. The Pass-Through Rate applicable to the Class G Certificates on each
Distribution Date will equal the Weighted Average REMIC III Remittance Rate
minus 0.10%. All distributions made under the Agreement on the Class G
Certificates will be made by Wells Fargo Bank Minnesota, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate, but taking into account possible future distributions of
Additional Interest) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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.



                                      112
<PAGE>



     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 service charge will be imposed for any registration of transfer or
exchange of Class G Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class G
Certificates.

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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor 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
5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at



                                      113
<PAGE>



any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates entitled to at least 51%
of the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, including any
amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as a REMIC, without the consent of the Holders of any of the
Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.



                                      114
<PAGE>


     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000


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

                                    By:
                                       _________________________________________
                                              Authorized Representative

















                                      115
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:
                                       _________________________________________
                                              Authorized Representative























                                      116
<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
























                                      117
<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.























                                      118
<PAGE>





              CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST

<TABLE>
<S>                                                   <C>
Pass-Through Rate: 6.750% per annum                   Class Principal Balance of the Class H
                                                      Certificates as of the Closing Date:
                                                      $38,570,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class H Certificate as of the Closing
                                                      Date: $38,570,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332 (1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No.  33736XBE8
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH



----------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.



                                      119
<PAGE>






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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES AND THE CLASS G CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS IT EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL



                                      120
<PAGE>



BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND
THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS NOVEMBER 29, 2000. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR
THE PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A CPR
(WITHIN THE MEANING OF THE PROSPECTUS SUPPLEMENT) OF 0% EXCEPT THAT IT IS
ASSUMED THAT THE ARD LOANS PAY THEIR RESPECTIVE OUTSTANDING PRINCIPAL BALANCES
ON THEIR RELATED ANTICIPATED REPAYMENT DATES (AS SUCH TERMS ARE USED IN THE
PROSPECTUS SUPPLEMENT) (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $231.00 OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS 10.5041% PER ANNUM AND THE AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $.5988 PER $1,000
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE EXACT METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES AND
THE CLASS G CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS
J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O 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.



                                      121
<PAGE>



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

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class H Certificate (obtained by dividing the
principal amount of this Class H Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal 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
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class H Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class H Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate, but taking into account
possible future distributions of Additional Interest) will be made in like
manner, but only



                                      122
<PAGE>



upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to the
Holder hereof of such final distribution. Also notwithstanding the foregoing,
any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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



                                      123
<PAGE>



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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor to
purchase from the Trust Fund all Mortgage Loans and each REO Property



                                      124
<PAGE>



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 5% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.

     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000


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

                                    By:
                                       _________________________________________
                                              Authorized Representative



























                                      125
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:
                                       _________________________________________
                                              Authorized Representative























                                      126
<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




















                                      127
<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.

























                                      128
<PAGE>





              CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST

<TABLE>
<S>                                                   <C>
Pass-Through Rate: 6.750% per annum                   Class Principal Balance of the Class J
                                                      Certificates as of the Closing Date:
                                                      $8,571,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class J Certificate as of the Closing
                                                      Date: $8,571,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332 (1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XBF5
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH



----------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.

















                                      129
<PAGE>






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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME
SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS IT EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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



                                      130
<PAGE>



4975 OF THE CODE. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO
HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS NOVEMBER 29, 2000. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR
THE PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A CPR
(WITHIN THE MEANING OF THE PROSPECTUS SUPPLEMENT) OF 0% EXCEPT THAT IT IS
ASSUMED THAT THE ARD LOANS PAY THEIR RESPECTIVE OUTSTANDING PRINCIPAL BALANCES
ON THEIR RELATED ANTICIPATED REPAYMENT DATES (AS SUCH TERMS ARE USED IN THE
PROSPECTUS SUPPLEMENT) (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $281.12 OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS 11.5298% PER ANNUM AND THE AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $.6891 PER $1,000
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE EXACT METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME SERIES ARE
REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS K, CLASS L, CLASS M, CLASS N AND
CLASS O 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



                                      131
<PAGE>



POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class J Certificate (obtained by dividing the
principal amount of this Class J Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal 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
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class J Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class J Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate, but taking into account
possible future distributions of Additional Interest) will be made in like
manner, but only



                                      132
<PAGE>



upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to the
Holder hereof of such final distribution. Also notwithstanding the foregoing,
any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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



                                      133
<PAGE>



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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor to
purchase from the Trust Fund all Mortgage Loans and each REO Property



                                      134
<PAGE>



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 5% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.

     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                                    By:
                                       _________________________________________
                                              Authorized Representative














                                      135
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:
                                       _________________________________________
                                              Authorized Representative














                                      136
<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









                                      137
<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.




























                                      138
<PAGE>





              CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST

<TABLE>
<S>                                                   <C>
Pass-Through Rate: 6.750% per annum                   Class Principal Balance of the Class K
                                                      Certificates as of the Closing Date:
                                                      $8,572,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class K Certificate as of the Closing
                                                      Date: $8,572,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332 (1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XBG3
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH



----------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.










                                      139
<PAGE>






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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS IT EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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



                                      140
<PAGE>



4975 OF THE CODE. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO
HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS NOVEMBER 29, 2000. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR
THE PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A CPR
(WITHIN THE MEANING OF THE PROSPECTUS SUPPLEMENT) OF 0% EXCEPT THAT IT IS
ASSUMED THAT THE ARD LOANS PAY THEIR RESPECTIVE OUTSTANDING PRINCIPAL BALANCES
ON THEIR RELATED ANTICIPATED REPAYMENT DATES (AS SUCH TERMS ARE USED IN THE
PROSPECTUS SUPPLEMENT) (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $336.825 OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS 12.76592% PER ANNUM AND THE AMOUNT
OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $.7683 PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE
BASED ON THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES
OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF
THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS L, CLASS M, CLASS N AND
CLASS O 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



                                      141
<PAGE>



SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class K Certificate (obtained by dividing the
principal amount of this Class K Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class K Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class K
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class K Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class K Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized



                                      142
<PAGE>



Loss or Additional Trust Fund Expense previously allocated to this Certificate,
but taking into account possible future distributions of Additional Interest)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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



                                      143
<PAGE>



transfer thereof by the Depositor, the Underwriters or their respective
affiliates), then the Certificate Registrar shall refuse to register such
transfer unless it receives either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
G-1 to the Agreement, and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as either Exhibit G-2
or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably
satisfactory to the Certificate Registrar to the effect that such transfer may
be made without registration under the Securities Act (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar in
their respective capacities as such), together with the written certification(s)
as to the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee or
the Certificate Registrar is obligated to register or qualify the Class K
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class K Certificate without registration or qualification. Any Class K
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class K Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

        No service charge will be imposed for any registration of transfer or
exchange of Class K Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class K
Certificates.

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

        The Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent and the Certificate Registrar and any agent of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

        The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Depositor, the Master Servicer, the
Special Servicer, or the Majority Subordinate Certificateholder at a price
determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund. The Agreement permits, but does not
require,



                                      144
<PAGE>



the Master Servicer, the Special Servicer, the Majority Subordinate
Certificateholder or the Depositor 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 5% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Closing Date specified on the
face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.



                                      145
<PAGE>



     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                                    By:
                                       _________________________________________
                                              Authorized Representative



































                                      146
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:
                                       _________________________________________
                                              Authorized Representative

































                                      147
<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






























                                      148
<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.







































                                      149
<PAGE>





              CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST

<TABLE>
<S>                                                   <C>
Pass-Through Rate: 6.750% per annum                   Class Principal Balance of the Class L
                                                      Certificates as of the Closing Date:
                                                      $15,713,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class L Certificate as of the Closing
                                                      Date: $15,713,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332 (1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XBH1
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH



----------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.












                                      150
<PAGE>






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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES AND THE CLASS K CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS IT EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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



                                      151
<PAGE>



WILL NOT RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER SECTION 4975
OF THE CODE. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS NOVEMBER 29, 2000. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR
THE PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A CPR
(WITHIN THE MEANING OF THE PROSPECTUS SUPPLEMENT) OF 0% EXCEPT THAT IT IS
ASSUMED THAT THE ARD LOANS PAY THEIR RESPECTIVE OUTSTANDING PRINCIPAL BALANCES
ON THEIR RELATED ANTICIPATED REPAYMENT DATES (AS SUCH TERMS ARE USED IN THE
PROSPECTUS SUPPLEMENT) (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $403.047 OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS 14.42% PER ANNUM AND THE AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $.832 PER $1,000
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE EXACT METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES AND
THE CLASS K CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS
M AND CLASS N 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



                                      152
<PAGE>



FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class L Certificate (obtained by dividing the
principal amount of this Class L Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class L Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class L
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class L Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class L Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate, but taking into



                                      153
<PAGE>



account possible future distributions of Additional Interest) will be made in
like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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



                                      154
<PAGE>



Certificate Registrar shall refuse to register such transfer unless it receives
either: (i) a certificate from the Certificateholder desiring to effect such
transfer substantially in the form attached as Exhibit G-1 to the Agreement, and
a certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class L Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class L Certificate without
registration or qualification. Any Class L Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class L Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

     No service charge will be imposed for any registration of transfer or
exchange of Class L Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class L
Certificates.

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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the



                                      155
<PAGE>



Depositor 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 5% of the aggregate Stated Principal Balance of
the Mortgage Loans as of the Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.



                                      156
<PAGE>


     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                                    By:
                                       _________________________________________
                                              Authorized Representative



































                                      157
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:
                                       _________________________________________
                                              Authorized Representative






























                                      158
<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
























                                      159
<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.



































                                      160
<PAGE>





              CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                 FIRST UNION NATIONAL BANK-CHASE MANHATTAN BANK
                            COMMERCIAL MORTGAGE TRUST

<TABLE>
<S>                                                   <C>
Pass-Through Rate: 6.750% per annum                   Class Principal Balance of the Class M
                                                      Certificates as of the Closing Date:
                                                      $5,714,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class M Certificate as of the Closing
                                                      Date: $5,714,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332 (1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XBJ7
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH



----------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.














                                      161
<PAGE>






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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K AND THE CLASS L CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS IT EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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



                                      162
<PAGE>



WILL NOT RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER SECTION 4975 OF THE
CODE. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS NOVEMBER 29, 2000. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR
THE PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A CPR
(WITHIN THE MEANING OF THE PROSPECTUS SUPPLEMENT) OF 0% EXCEPT THAT IT IS
ASSUMED THAT THE ARD LOANS PAY THEIR RESPECTIVE OUTSTANDING PRINCIPAL BALANCES
ON THEIR RELATED ANTICIPATED REPAYMENT DATES (AS SUCH TERMS ARE USED IN THE
PROSPECTUS SUPPLEMENT) (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $436.057 OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS 14.65984% PER ANNUM AND THE AMOUNT
OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $.681 PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE
BASED ON THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES AND THE CLASS L CERTIFICATES OF THE SAME SERIES ARE
REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS N AND CLASS O CERTIFICATES IS REDUCED
TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY



                                      163
<PAGE>



BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class M Certificate (obtained by dividing the
principal amount of this Class M Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class M Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class M
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class M Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class M Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on



                                      164
<PAGE>



this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate, but taking into account possible future distributions of
Additional Interest) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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



                                      165
<PAGE>



under the Securities Act (other than in connection with the initial issuance
thereof or the initial transfer thereof by the Depositor, the Underwriters or
their respective affiliates), then the Certificate Registrar shall refuse to
register such transfer unless it receives either: (i) a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class M Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class M Certificate without
registration or qualification. Any Class M Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class M Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

     No service charge will be imposed for any registration of transfer or
exchange of Class M Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class M
Certificates.

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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

        The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Depositor, the Master Servicer, the
Special Servicer, or the Majority Subordinate Certificateholder at a price
determined as provided in the Agreement of all Mortgage Loans and



                                      166
<PAGE>



each REO Property remaining in the Trust Fund. The Agreement permits, but does
not require, the Master Servicer, the Special Servicer, the Majority Subordinate
Certificateholder or the Depositor 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 5% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Closing Date specified on the
face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.



                                      167
<PAGE>



     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                                    By:
                                       _________________________________________
                                              Authorized Representative



































                                      168
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:
                                       _________________________________________
                                              Authorized Representative































                                      169
<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



















                                      170
<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.
























                                      171
<PAGE>





              CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST

<TABLE>
<S>                                                   <C>
Pass-Through Rate: 6.750% per annum                   Class Principal Balance of the Class N
                                                      Certificates as of the Closing Date:
                                                      $5,714,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class N Certificate as of the Closing
                                                      Date: $5,714,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332 (1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XBK4
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH



----------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.








                                      172
<PAGE>






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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES AND THE CLASS M
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS IT EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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



                                      173
<PAGE>



WILL NOT RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER SECTION 4975 OF THE
CODE. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS NOVEMBER 29, 2000. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR
THE PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A CPR
(WITHIN THE MEANING OF THE PROSPECTUS SUPPLEMENT) OF 0% EXCEPT THAT IT IS
ASSUMED THAT THE ARD LOANS PAY THEIR RESPECTIVE OUTSTANDING PRINCIPAL BALANCES
ON THEIR RELATED ANTICIPATED REPAYMENT DATES (AS SUCH TERMS ARE USED IN THE
PROSPECTUS SUPPLEMENT) (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $485.573 OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS 16.0676% PER ANNUM AND THE AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $.681 PER $1,000
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE EXACT METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES AND THE CLASS M CERTIFICATES
OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST



                                      174
<PAGE>



FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class N Certificate (obtained by dividing the
principal amount of this Class N Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class N Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class N
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class O Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class N Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate, but taking into



                                      175
<PAGE>



account possible future distributions of Additional Interest) will be made in
like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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



                                      176
<PAGE>



Certificate Registrar shall refuse to register such transfer unless it receives
either: (i) a certificate from the Certificateholder desiring to effect such
transfer substantially in the form attached as Exhibit G-1 to the Agreement, and
a certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class N Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class N Certificate without
registration or qualification. Any Class N Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class N Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

     No service charge will be imposed for any registration of transfer or
exchange of Class N Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class N
Certificates.

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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the



                                      177
<PAGE>



Depositor 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 5% of the aggregate Stated Principal Balance of
the Mortgage Loans as of the Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

        This Certificate shall be construed in accordance with the internal laws
of the State of New York 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.



                                      178
<PAGE>



     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                                    By:
                                       _________________________________________
                                              Authorized Representative

































                                      179
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:
                                       _________________________________________
                                              Authorized Representative
































                                      180
<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



























                                      181
<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.





































                                      182
<PAGE>


              CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST
<TABLE>
<CAPTION>

<S>                                                   <C>
Pass-Through Rate: 6.750% per annum                   Class Principal Balance of the Class O
                                                      Certificates as of the Closing Date:
                                                      $20,000,332

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class O Certificate as of the Closing
                                                      Date: $20,000,332

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332(1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XBL2
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH

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

(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.

                                      183

<PAGE>


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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE 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 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M
CERTIFICATES AND THE CLASS N CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN")
UNLESS IT EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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

                                      184

<PAGE>


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. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING
CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN
VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS NOVEMBER 29, 2000. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR
THE PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A CPR
(WITHIN THE MEANING OF THE PROSPECTUS SUPPLEMENT) OF 0% EXCEPT THAT IT IS
ASSUMED THAT THE ARD LOANS PAY THEIR RESPECTIVE OUTSTANDING PRINCIPAL BALANCES
ON THEIR RELATED ANTICIPATED REPAYMENT DATES (AS SUCH TERMS ARE USED IN THE
PROSPECTUS SUPPLEMENT) (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $720.994 OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS 27.389% PER ANNUM AND THE AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $.4102 PER $1,000
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE EXACT METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES AND
THE CLASS N CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. IN ADDITION, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY

                                      185

<PAGE>


THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class O Certificate (obtained by dividing the
principal amount of this Class O Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class O Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class O
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class O Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class O Certificates will be made by Wells Fargo
Bank Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized


                                      186

<PAGE>


Loss or Additional Trust Fund Expense previously allocated to this Certificate,
but taking into account possible future distributions of Additional Interest)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     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

                                      187

<PAGE>



transfer thereof by the Depositor, the Underwriters or their respective
affiliates), then the Certificate Registrar shall refuse to register such
transfer unless it receives either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
G-1 to the Agreement, and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as either Exhibit G-2
or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably
satisfactory to the Certificate Registrar to the effect that such transfer may
be made without registration under the Securities Act (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar in
their respective capacities as such), together with the written certification(s)
as to the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee or
the Certificate Registrar is obligated to register or qualify the Class O
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class O Certificate without registration or qualification. Any Class O
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class O Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

     No service charge will be imposed for any registration of transfer or
exchange of Class O Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class O
Certificates.

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

     The Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require,

                                      188


<PAGE>


the Master Servicer, the Special Servicer, the Majority Subordinate
Certificateholder or the Depositor 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 5% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Closing Date specified on the
face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.

                                      189

<PAGE>


     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

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


                                      190


<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

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


                                      191

<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



                                      192

<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.




                                      193

<PAGE>





              CLASS Q COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK
                            COMMERCIAL MORTGAGE TRUST
<TABLE>
<CAPTION>

<S>                                                   <C>
Pass-Through Rate: Schneider Mortgage Loan            Class Principal Balance of the Class Q
Remittance Rate                                       Certificates as of the Closing Date:
                                                      $5,000,000

Date of Pooling and Servicing Agreement: as of        Initial Certificate Principal Balance of
November 1, 2000                                      this Class Q Certificate as of the Closing
                                                      Date: $5,000,000

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Schneider Mortgage Loans as of the Cut-Off
                                                      Date: $1,147,819,332(1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1                                     CUSIP No. 33736XBM0

</TABLE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE

----------------------
(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by this Class Q Certificate.


                                      194

<PAGE>


LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE SCHNEIDER SENIOR COMPONENT TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
4975(E)(1) OF 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 EITHER (1) IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE
FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
95-60") OR (2) CAN PROVIDE 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. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT

                                      195

<PAGE>


("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS
NOVEMBER 29, 2000. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF
PREPAYMENT USED SOLELY FOR THE PURPOSES OF APPLYING THE OID RULES TO THE
CERTIFICATES EQUAL TO A CPR (WITHIN THE MEANING OF THE PROSPECTUS SUPPLEMENT) OF
0% EXCEPT THAT IT IS ASSUMED THAT THE ARD LOANS PAY THEIR RESPECTIVE OUTSTANDING
PRINCIPAL BALANCES ON THEIR RELATED ANTICIPATED REPAYMENT DATES (AS SUCH TERMS
ARE USED IN THE PROSPECTUS SUPPLEMENT) (THE "PREPAYMENT ASSUMPTION"), THIS
CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $178.32 OF OID PER $1,000 OF
INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS 11.3943% PER
ANNUM AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $.4542 PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED
UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.

IF THE SCHNEIDER SENIOR BALANCE IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED
BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.]

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class Q Certificate (obtained by dividing the
principal amount of this Class Q Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class Q Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class Q
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which


                                      196

<PAGE>


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"), provided, however, that
the Distribution Date will be no earlier than the fourth Business Day following
the Determination Date (as defined below) in the month in which such
Distribution Date occurs. With respect to each Distribution Date, the
Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately following (each, a "Determination
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of the Class Q Certificates on
the applicable Distribution Date pursuant to the Agreement. The Pass-Through
Rate applicable to the Class Q Certificates on each Distribution Date will equal
Schneider Mortgage Loan Remittance Rate. All distributions made under the
Agreement on the Class Q Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate, but taking into account
possible future distributions of Additional Interest) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution

                                      197


<PAGE>

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.

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

     The Class Q Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class Q
Certificates are exchangeable for new Class Q Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

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

     No transfer of any Class Q Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class Q Certificates


                                      198

<PAGE>

under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class Q
Certificate without registration or qualification. Any Class Q Certificateholder
desiring to effect such a transfer shall, and by the acceptance of its Class Q
Certificate agrees to, indemnify the Trustee, the Certificate Registrar and the
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

     No service charge will be imposed for any registration of transfer or
exchange of Class Q Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class N
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 whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

     The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier to occur of (i) the
final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the
purchase by the Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor to
purchase from the Trust Fund all Mortgage Loans and each REO Property remaining
therein. The exercise of such right will effect early retirement of the Class Q
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of

                                      199


<PAGE>


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 a REMIC, without the consent of the Holders of any of the
Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.


                                      200

<PAGE>


     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                                By:______________________________________

                                         Authorized Representative



                                      201

<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                    By:__________________________________

                                            Authorized Representative



                                      202

<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


                                      203

<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.



                                      204

<PAGE>


             CLASS R-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

               FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST
<TABLE>
<CAPTION>
<S>                                                   <C>
Date of Pooling and Servicing Agreement: as of        Percentage Interest evidenced by this
November 1, 2000                                      Class R-I Certificate: 100%

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332(1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1

</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS IO, 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 Q CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

-----------

(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.


                                      205

<PAGE>


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 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 First Union National Bank is the registered owner of
the Percentage Interest evidenced by this Class R-I Certificate (as specified
above) in that certain beneficial ownership interest evidenced by all the Class
R-I Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement), and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each

                                      206

<PAGE>


month or, if such 15th day is not a Business Day, the Business Day immediately
following (each, a "Distribution Date"), provided, however, that the
Distribution Date will be no earlier than the fourth Business Day following the
Determination Date (as defined below) in the month in which such Distribution
Date occurs. With respect to each Distribution Date, the Determination Date is
the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount, if any,
required to be distributed to the Holders of the Class R-I Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on this Class R-I Certificate will be made by check mailed
to the address of the Person entitled thereto, as such name and address appear
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class R-I Certificates are issuable in fully registered form only
without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-I Certificates are exchangeable for new
Class R-I Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class R-I Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class R-I Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-I Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance

                                      207

<PAGE>


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.

     Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized Wells Fargo Bank Minnesota, N.A., as paying agent (the
"Paying Agent"), under clause (ii)(A) of such Section 5.02(d) to deliver
payments to a Person other than such Person and to have irrevocably authorized
the Certificate Registrar under clause (ii)(B) of such Section 5.02(d) to
negotiate the terms of any mandatory sale and to execute all instruments of
Transfer and to do all other things necessary in connection with any such sale.
Each Person holding or acquiring any Ownership Interest in this Certificate must
be a Permitted Transferee and shall promptly notify the Master Servicer, the
Paying Agent and the Certificate Registrar of any change or impending change in
its status as a Permitted Transferee. In connection with any proposed Transfer
of any Ownership Interest in this Certificate, the Certificate Registrar shall
require delivery to it, and shall not register the Transfer of this Certificate
until its receipt of, an affidavit and agreement substantially in the form
attached as Exhibit I-1 to the Agreement (a "Transfer Affidavit and Agreement")
from the proposed Transferee, in form and substance satisfactory to the
Certificate Registrar, representing and warranting, among other things, that

                                      208

<PAGE>



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.

     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 a REMIC 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" or a "Non-United States Person". A "Disqualified Organization" is
any of (i) the United States, any State or political subdivision thereof, any
possession of the United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation if all of its
activities are subject to tax and, except for the FHLMC, a majority of its board
of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter I of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381 of the Code and (v) any other
Person so designated by the Trustee

                                      209

<PAGE>


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

     A "Non-United States Person" is any Person other than a United States
Person. A "United States Person" is a citizen or resident of the United States,
a corporation, partnership or other 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 thereof or the District
of Columbia (unless, in the case of a partnership, Treasury regulations are
enacted that provide otherwise), an estate whose income from sources without the
United States is income for United States federal income tax purposes regardless
of its connection of a trade or business within the United States, 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 Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor 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.


                                      210

<PAGE>


     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.

     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                               By:______________________________________

                                          Authorized Representative



                                      211

<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                               By:_____________________________________

                                       Authorized Representative


                                      212


<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


                                      213

<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.


                                      214


<PAGE>


            CLASS R-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK

                            COMMERCIAL MORTGAGE TRUST
<TABLE>
<CAPTION>
<S>                                                   <C>
Date of Pooling and Servicing Agreement: as of        Percentage Interest evidenced by this
November 1, 2000                                      Class R-II Certificate: 100%

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332(1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1
</TABLE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS IO, 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 Q CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

-----------

(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.


                                      215

<PAGE>


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 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 First Union National Bank is the registered owner of
the Percentage Interest evidenced by this Class R-II Certificate (as specified
above) in that certain beneficial ownership interest evidenced by all the Class
R-II Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among First Union
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), First Union National Bank
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each

                                      216

<PAGE>

month or, if such 15th day is not a Business Day, the Business Day immediately
following (each, a "Distribution Date"), provided, however, that the
Distribution Date will be no earlier than the fourth Business Day following the
Determination Date (as defined below) in the month in which such Distribution
Date occurs. With respect to each Distribution Date, the Determination Date is
the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount, if any,
required to be distributed to the Holders of the Class R-II Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on this Class R-II Certificate will be made by check mailed
to the address of the Person entitled thereto, as such name and address appear
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Class R-II Certificates are issuable in fully registered form only
without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-II Certificates are exchangeable for new
Class R-II Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class R-II Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class R-II Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-II Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance

                                      217

<PAGE>

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.

     Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized Wells Fargo Bank Minnesota, N.A., as paying agent (the
"Paying Agent"), under clause (ii)(A) of such Section 5.02(d) to deliver
payments to a Person other than such Person and to have irrevocably authorized
the Certificate Registrar under clause (ii)(B) of such Section 5.02(d) to
negotiate the terms of any mandatory sale and to execute all instruments of
Transfer and to do all other things necessary in connection with any such sale.
Each Person holding or acquiring any Ownership Interest in this Certificate must
be a Permitted Transferee and shall promptly notify the Master Servicer, the
Paying Agent and the Certificate Registrar of any change or impending change in
its status as a Permitted Transferee. In connection with any proposed Transfer
of any Ownership Interest in this Certificate, the Certificate Registrar shall
require delivery to it, and shall not register the Transfer of this Certificate
until its receipt of, an affidavit and agreement substantially in the form
attached as Exhibit I-1 to the Agreement (a "Transfer Affidavit and Agreement")
from the proposed Transferee, in form and substance

                                      218


<PAGE>


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.

     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 a REMIC 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" or a "Non-United States Person". A "Disqualified Organization" is
any of (i) the United States, any State or political subdivision thereof, any
possession of the United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation if all of its
activities are subject to tax and, except for the FHLMC, a majority of its board
of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter I of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives

                                      219


<PAGE>

described in Section 1381 of the Code and (v) any other Person so designated by
the Trustee based upon an Opinion of Counsel provided to it that the holding of
an Ownership Interest in a Class R-II Certificate by such Person may cause the
Trust Fund or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R-II Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

     A "Non-United States Person" is any Person other than a United States
Person. A "United States Person" is a citizen or resident of the United States,
a corporation, partnership or other 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 thereof or the District
of Columbia (unless, in the case of a partnership, Treasury regulations are
enacted that provide otherwise), an estate whose income from sources without the
United States is income for United States federal income tax purposes regardless
of its connection of a trade or business within the United States, 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 Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor 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


                                      220


<PAGE>




Balance of the Mortgage Loans as of the Closing Date specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.

     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                                By:_______________________________________

                                          Authorized Representative


                                      221

<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

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

                                            By:______________________________

                                                   Authorized Representative


                                      222


<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


                                      223

<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.


                                      224

<PAGE>





            CLASS R-III COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK

                            COMMERCIAL MORTGAGE TRUST
<TABLE>
<CAPTION>
<S>                                                   <C>
Date of Pooling and Servicing Agreement: as of        Percentage Interest evidenced by this
November 1, 2000                                      Class R-III Certificate: 100%

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332(1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS IO, 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 Q CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

---------

(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.


                                      225

<PAGE>


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 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 First Union National Bank is the registered owner of
the Percentage Interest evidenced by this Class R-III Certificate (as specified
above) in that certain beneficial ownership interest evidenced by all the Class
R-III 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
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each


                                      226


<PAGE>


month or, if such 15th day is not a Business Day, the Business Day immediately
following (each, a "Distribution Date"), provided, however, that the
Distribution Date will be no earlier than the fourth Business Day following the
Determination Date (as defined below) in the month in which such Distribution
Date occurs. With respect to each Distribution Date, the Determination Date is
the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount, if any,
required to be distributed to the Holders of the Class R-III Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on this Class R-III 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-III 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-III Certificates are exchangeable for new
Class R-III 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-III 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-III 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-III Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance

                                      227

<PAGE>

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-III
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-III Certificate without registration or qualification. Any Class R-III
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-III 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-III 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-III 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-III 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.

     Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized Wells Fargo Bank Minnesota, N.A., as paying agent (the
"Paying Agent"), under clause (ii)(A) of such Section 5.02(d) to deliver
payments to a Person other than such Person and to have irrevocably authorized
the Certificate Registrar under clause (ii)(B) of such Section 5.02(d) to
negotiate the terms of any mandatory sale and to execute all instruments of
Transfer and to do all other things necessary in connection with any such sale.
Each Person holding or acquiring any Ownership Interest in this Certificate must
be a Permitted Transferee and shall promptly notify the Master Servicer, the
Paying Agent and the Certificate Registrar of any change or impending change in
its status as a Permitted Transferee. In connection with any proposed Transfer
of any Ownership Interest in this Certificate, the Certificate Registrar shall
require delivery to it, and shall not register the Transfer of this Certificate
until its receipt of, an affidavit and agreement substantially in the form
attached as Exhibit I-1 to the Agreement (a "Transfer Affidavit and Agreement")
from the proposed Transferee, in form and substance

                                      228


<PAGE>


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.

     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 a REMIC or (y) be subject to
an entity-level tax caused by the transfer of this Class R-III 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-III Certificate to a Person which is not a Permitted
Transferee.

     A "Permitted Transferee" is any Transferee other than a "Disqualified
Organization" or a "Non-United States Person". A "Disqualified Organization" is
any of (i) the United States, any State or political subdivision thereof, any
possession of the United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation if all of its
activities are subject to tax and, except for the FHLMC, a majority of its board
of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter I of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives


                                      229

<PAGE>

described in Section 1381 of the Code and (v) any other Person so designated by
the Trustee based upon an Opinion of Counsel provided to it that the holding of
an Ownership Interest in a Class R-III 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-III Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

     A "Non-United States Person" is any Person other than a United States
Person. A "United States Person" is a citizen or resident of the United States,
a corporation, partnership or other entity 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 thereof or the District
of Columbia (unless, in the case of a partnership, Treasury regulations are
enacted that provide otherwise), an estate whose income from sources without the
United States is income for United States federal income tax purposes regardless
of its connection of a trade or business within the United States, 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-III 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-III
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 Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor 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.


                                      230

<PAGE>


     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.

     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                              By:_______________________________________

                                        Authorized Representative


                                      231

<PAGE>


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Class R-III Certificates referred to in the
within-mentioned Agreement.

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

                                       By:__________________________________

                                               Authorized Representative


                                      232

<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


                                      233


<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.



                                      234


<PAGE>





            CLASS R-IV COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C2

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                            FIRST UNION NATIONAL BANK

                            COMMERCIAL MORTGAGE TRUST
<TABLE>
<CAPTION>
<S>                                                   <C>
Date of Pooling and Servicing Agreement: as of        Percentage Interest evidenced by this
November 1, 2000                                      Class R-IV Certificate: 100%

Closing Date: November 29, 2000                       Aggregate Stated Principal Balance of the
                                                      Mortgage Loans as of the Cut-Off Date:
                                                      $1,147,819,332 (1)

First Distribution Date: December 15, 2000

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

Special Servicer: First Union National Bank

Certificate No. 1

</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., FIRST
UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS IO, 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 Q CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

---------

(1)  Includes $5,000,000, which is the balance of the Schneider Subordinate
     Component, represented solely by the Class Q Certificate and not by this
     Certificate.


                                      235

<PAGE>


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 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 First Union National Bank is the registered owner of
the Percentage Interest evidenced by this Class R-IV Certificate (as specified
above) in that certain beneficial ownership interest evidenced by all the Class
R-IV 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
(in such capacity, herein called the "Master Servicer", which term includes any
successor entity under the Agreement), First Union National Bank (in such
capacity, herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank Minnesota, N.A.
(herein called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each

                                      236

<PAGE>


month or, if such 15th day is not a Business Day, the Business Day immediately
following (each, a "Distribution Date"), provided, however, that the
Distribution Date will be no earlier than the fourth Business Day following the
Determination Date (as defined below) in the month in which such Distribution
Date occurs. With respect to each Distribution Date, the Determination Date is
the 11th day of each month or, if such 11th day is not a Business Day, the
Business Day immediately following (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount, if any,
required to be distributed to the Holders of the Class R-IV Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on this Class R-IV 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-IV 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-IV Certificates are exchangeable for new
Class R-IV 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-IV 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-IV 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-IV Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance


                                      237

<PAGE>

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-IV
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-IV Certificate without registration or qualification. Any Class R-IV
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-IV 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-IV 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-IV 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-IV 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.

     Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized Wells Fargo Bank Minnesota, N.A., as paying agent (the
"Paying Agent"), under clause (ii)(A) of such Section 5.02(d) to deliver
payments to a Person other than such Person and to have irrevocably authorized
the Certificate Registrar under clause (ii)(B) of such Section 5.02(d) to
negotiate the terms of any mandatory sale and to execute all instruments of
Transfer and to do all other things necessary in connection with any such sale.
Each Person holding or acquiring any Ownership Interest in this Certificate must
be a Permitted Transferee and shall promptly notify the Master Servicer, the
Paying Agent and the Certificate Registrar of any change or impending change in
its status as a Permitted Transferee. In connection with any proposed Transfer
of any Ownership Interest in this Certificate, the Certificate Registrar shall
require delivery to it, and shall not register the Transfer of this Certificate
until its receipt of, an affidavit and agreement substantially in the form
attached as Exhibit I-1 to the Agreement (a "Transfer Affidavit and Agreement")
from the proposed Transferee, in form and substance


                                      238

<PAGE>


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.

     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 a REMIC or (y) be subject to
an entity-level tax caused by the transfer of this Class R-IV 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-IV Certificate to a Person which is not a Permitted
Transferee.

     A "Permitted Transferee" is any Transferee other than a "Disqualified
Organization" or a "Non-United States Person". A "Disqualified Organization" is
any of (i) the United States, any State or political subdivision thereof, any
possession of the United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation if all of its
activities are subject to tax and, except for the FHLMC, a majority of its board
of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter I of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives


                                      239

<PAGE>

described in Section 1381 of the Code and (v) any other Person so designated by
the Trustee based upon an Opinion of Counsel provided to it that the holding of
an Ownership Interest in a Class R-IV 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-IV Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

     A "Non-United States Person" is any Person other than a United States
Person. A "United States Person" is a citizen or resident of the United States,
a corporation, partnership or other entity 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 thereof or the District
of Columbia (unless, in the case of a partnership, Treasury regulations are
enacted that provide otherwise), an estate whose income from sources without the
United States is income for United States federal income tax purposes regardless
of its connection of a trade or business within the United States, 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-IV 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-IV
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 Depositor, the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder or the Depositor 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

                                      240


<PAGE>


Balance of the Mortgage Loans as of the Closing Date specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as a
REMIC, without the consent of the Holders of any of the Certificates.

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

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York 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.

     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.

Dated: November 29, 2000

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

                           By:_____________________________________

                                     Authorized Representative



                                      241

<PAGE>


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class R-IV Certificates referred to in the
within-mentioned Agreement.

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

                             By:_____________________________________

                                       Authorized Representative


                                      242

<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


                                      243

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The Assignee should include the following for purposes of distribution:

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

     Distributions made by check (such check to be made payable to
____________________) and all applicable statements and notices should be mailed
to _____________________.

     This information is provided by ______________________, the Assignee named
above, or ___________________, as its agent.


<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE


The Mortgage Loans transferred pursuant to this Agreement are set forth in Annex
A-1 to the Prospectus Supplement and are hereby incorporated.

<TABLE>
<CAPTION>



  (i)               (ii)                                            (iii)

Control
 Number  Property Name                            Address
---------------------------------------------------------------------------------------------------------
  <S>    <C>                                      <C>
  148    101-109 State Street                     101-109 State Street
   15    1079-1089 Commonwealth Ave.              1079-1089 Commonwealth Ave.
   92    1087-1152 Holt Avenue                    1087-1151 E. Holt Avenue
  126    1131-1137 Commonwealth Avenue            1131-1137 Commonwealth Avenue
   51    1144-1160 Commonwealth Ave.              1144-1160 Commonwealth Ave.
  140    132-144 Middlesex Road                   132-144 Middlesex Road
  161    14 Galli Drive                           14 Galli Drive
  118    1457 E. Florence Ave.                    1457 E. Florence Avenue
   87    215 Worchester                           205-215 Worchester Road
  139    216-218 East 118th Street                216-218 East 118th Street
  151    224 Industrial Drive                     224 Industrial Drive
   55    3310 West End Building                   331 Park Drive
   71    376-384 Sunderland                       376-384 Sunderland
  153    38-40 Highland Street                    38-40 Highland Street
  159    49 Fanny Road Real Estate                49 Fanny Road
  132    53-55 Brook Street                       53-55 Brook Street
  108    6 & 8 Amelia Drive                       6 & 8 Amelia Drive
  109    65 South Moger Ave                       65 South Moger Ave
   61    75,84,88,90 Gardner Street               75,84,88,90 Gardner Street
  158    800 Traction Avenue Apartments           800 - 810 E. Traction Avenue
  113    Alvarado Hospital Medical Center         6367 Alvarado Ct.
   44    Ashland-Hanover Center                   105 North Washington Highway
  142    Baybrook Apartments                      5001 Avenue F
   7     Belmont Shores Office Building           1301 Shoreway Road
   65    Belvedere Apartments                     7000 Cook Road
  145    Berkeley Apartments                      5810 & 5830 St. Charles Rd
  103    Bookbindery Building                     2201 West Broad Street
  160    Braddock Center                          4800 South Centinella Avenue
   62    Bristol Plaza Shopping Center            2002-2010 Lee Highway
  129    Cahuenga & Yucca                         1803-1821 N. Cahuenga Blvd.
   48    Cambridge Medical Center                 8008 Frost Street
   84    Carleton Towers and Westview House       Kellog Steet and Pine Street
  125    Carlsbad Grand Professional Bldg.        785 Grand Ave
  135    Cedar Village Apartments                 6230 South 129th Street
   67    Charlton Place                           9723 Steele Street South
   24    Chesapeake Crossing Shopping Center      1903-1987 S. Military Highway
   50    Claridge Apartments                      10027 Spice Lane
  110    Clovelly Apartments                      160-170 Concord Street
   82    Coast Medical Plaza                      3444 Kearny Villa Rd.
   22    Combined 1101-1111 Beacon Street         1101-1111 Beacon Street
   88    Corporate Square                         7402 North 56th Street
   77    Country Village Townhomes                4362 West Walnut Street
   18    Crowne Plaza Phoenix Downtown            100 North First Street
   37    Desert Canyon One                        2401 West Peoria
   5     Desert Club Apartments                   3950 Koval Lane
  149    Duarte Shopping Center                   1100-1114 East Huntington Drive
   32    East Pointe Centre                       2148 Lincoln Street
  101    Emporia Commons                          US Bypass 58 & I-95
   46    English Creek Corporate Center           500 & 501 Scarborough Drive
  119    Executive Apartments                     544-561 Worcester Road
   8     FelCor- Embassy Suites- Orlando          8978 International Drive
   13    FelCor- Embassy Suites- Piscataway       121 Centennial Avenue
  146    Fontenot's Mobile Home Park              1122 West Verdine Street
   43    Food Lion Center                         4600 South Orange Blossom Trail
   53    Four Corners Shopping Center             14099 FM 2920 Road
  143    Garden Villa Apartments                  2701 Perez
   86    GND-31200 Solon Road                     31200 & 31250 Solon Road
  152    Green Oaks Place                         2625 S. 3rd St.
  117    Grove Manor Apartments                   255 East Grove
  144    Hamilton Company Building                39 Brighton Avenue
   34    Hartford Square North                    10 Columbus Blvd
   39    Heritage Harbor Office Complex           99 Pacific Street
  137    Heritage Office Complex                  1873 Route 70 East
   41    Holiday Inn Santa Cruz                   611 Ocean
   19    Holiday Inn Select                       2200 I-70 Drive, SW
   93    Holtrust Annex                           1320 Branchlands Drive
   66    Homewood Suites-Addison                  4451 Beltline Road
   68    Homewood Suites-Atlanta                  3200 Cobb Parkway
   63    Homewood Suites-Irving                   4300 Wingren Drive
   94    Homewood Suites-Jackson                  853 Centre Street
  104    Homewood Suites-Plano                    4705 Old Shepard Place
  105    Homewood Suites-Salt Lake City           844 East North Union Ave.
  106    Houston Mixed Use Buildings              1834 Westheimer, 2311 Dunlavy, 2325 Hazard
   23    Ingleside Shopping Center                5624-5668 Baltimore National Pike
   91    Jenkins Manufacturing                    1608 Frank Akers Road
  116    John Goodman & Associates                8668 Spring Mountain Road
  157    Jupiter Building                         675 West Indiantown Road
  150    King Self-Storage                        715 7th Street
  133    King Village Apartments                  1348 East Nocta Street
  120    Kraemer Business Park                    3020 - 3036 East La Palma, 1061 and 1081 N. Kraemer Pl.
  131    Lake Sahara Plaza Building VI            8681 West Sahara Avenue
   98    Lee Jackson Station                      14005-33 Lee Jackson Memorial Highway
  128    Lincoln Plaza                            4-34 Lincoln St. and 4-8 Hartford St.
   26    LW-Charter Oak Mall                      940 Silver Lane
  107    Marketplace Center                       108 Campbell Avenue SE
  155    McLane Self Storage                      100 S. McLane Rd
  154    Medical III                              4100 South Hospital Drive
  130    Merrill Lynch Building                   4201 Bridgeview Drive
   99    Midlothian Crossing Shopping Center      8501-8535 Midlothian Tpke
   38    Milestone Village Center                 Frederick Road and Shakespeare Boulevard
   45    Minneapolis Heart Institute Building     920 East 28th Street
   56    Mission Courtyard                        5030 Camino De La Siesta
   14    Montana at Silverado Ranch Apartments    555 Silverado Ranch Boulevard
   59    Murfreesboro Medical Clinic              1004 N. Highland Ave.
   96    Needles Town Center                      1004-1096 E. Broadway Street
   17    North Andover Mills                      One High Street
  121    North Pointe Shopping Centre             3670 Mt. Read Blvd.
   85    Northgate Shopping Center                4300 -4600 North Broadway
   74    Northwest Medical Arts Building          5901 Colonial Drive
  102    Norwest Bank Building                    7375 West 52nd Avenue
  100    Nottingham Station                       15 & 25 Hurd Lane
   54    Oak Park Place                           700 -706 Lindero Canyon
   72    Oakmont Apartments                       14495 SW Beef Bend Road
   89    Oakridge Common Shopping Center          Route 123 & Smith Ridge Rd
   27    Ocean Park of Ponte Vedra                4235 Marsh Landing Boulevard
  123    Olde English Village Apts.               704-718 Chelmsford Street
   25    Orinda Square                            2 Theatre Square
   69    Oxford Hill Apartments                   1017-1033 Madison Avenue; 704-772 Preston Avenue
  114    Parham One Shopping Center               827 East Parham Road
   2     Park Plaza Mall                          6000 West Markham Street
   33    Park Plaza Professional Building         1213 Hermann Drive
   6     Parkridge Center 5                       10780-10790 Parkridge Blvd.
   52    Parkway Woods                            12801 Fair Lakes Parkway
   79    Pine Forest Apartments                   17103 Clay Road
  147    Pineaire Apartments                      1120 Florida Street
   90    Plaza Temecula                           40758-40788 Winchester Road
   73    Point West Apartments                    2925 West Normandale
   1     Polaris Towne Center                     1171-1401 Polaris Parkway
  115    Pomona Business Park                     310-380 SE End Avenue and 1609 & 1649 E. Mission Blvd.
   40    Potrero Business Center                  1740, 1750, 1760 Cesar Chavez
   81    Quail Ridge Center                       5204 Elgin Avenue
   30    Rancho de Montana Apartments             9105 W. Flamingo Rd.
   70    Red Oak Apartments                       17710 Red Oak Drive
   97    Regency Medical Park I                   1340 Medical Park Drive
   57    Richland Gardens                         770 Gage Boulevard
  124    River Drive Apts.                        3-17 River Drive
   4     Schneider Automation Facility            One High Street
   80    Steeple's Glen @ LA Tech                 400 Louisiana Ave
   21    Summer Landing Apartments                1545 Kennedy Boulevard
   42    Sun Data II Building                     2 Sun Court
   36    The Capital Shopping Center              114 Western Avenue
   60    The Chancellor Apartments                311 Parramatta Lane
   75    The Courtyard Apartments                 140-154 N. Beacon Street
   16    The Eighth and Main Building             705 - 707 E. Main Street
  162    The Elmhurst Apartments                  367 Elm Street
   9     The Grove At Shrewsbury                  Route 35
   3     The Grove at Turtle Run Apartments       3701 Turtle Run Boulevard
  127    The Ice House                            201 East Birch Ave
   12    The Landings Shopping Center             16701-16851 Torrence Avenue
   10    The Pointe at Redwood Shores             1201 & 1235 Radio Road
   58    The Shops at Copley Center               200 East Golf Road
   11    Thomson Consumer Electronics Office      10330 North Meridian Street
   35    Thunderbird Paseo Apartments             5757 West Eugie Avenue
   31    Trop Decatur Plaza                       4965 West Tropicana Avenue
   47    Twin Oaks I                              5700 Lake Wright Drive
  122    U-Haul Beaverton                         14225 Southwest TV Highway
  112    U-Haul Center South Willow               515 S Willow St
  141    U-Haul CT Research                       8710 Burnet Road
  136    U-Haul Downtown                          1530 Lucust Street
  138    U-Haul Franklin                          4400 Franklin Boulevard
  134    U-Haul Hollywood                         2205 Hollywood Avenue
   78    U-Haul Hyattsville                       2421 Chillum Rd
  111    U-Haul LBJ                               12215 LBJ Freeway
   95    U-Haul Lombardy                          900 N. Lombardy
   20    University Green Apartments              265 North Gilbert Road
   83    Vintage Faire North                      3600 Sisk Road
   29    Virginia Gateway Center                  7453 and 7501 Linton Hall Road
   49    Volkswagen Office Building               1401 Franklin Boulevard
  156    Washington & La Brea Retail              1900 South La Brea Avenue
   64    Westbluff Plaza                          6990-6998 El Camino Real
   28    Westgate Shopping Center                 2505-2603 Jackson Avenue
   76    Westpark Plaza                           3820 American Drive

<CAPTION>

  (i)             (ii)             (ii)     (ii)        (iii)          (iv)          (v)          (vi)        (vi)        (vi)

                                                                                                Original    Remaning
                                                                      Monthly                   Term to     Term to
                                                       Cut-Off          P&I                     Maturity    Maturity
Control                                     Zip       Date Loan       Payments     Mortgage      or ARD      or ARD     Maturity
 Number           City             State    Code      Balance ($)     ($) (1)      Rate (%)      (Mos.)      (Mos.)    Date or ARD
----------------------------------------------------------------------------------------------------------------------------------
  <S>     <C>                        <C>    <C>       <C>             <C>           <C>            <C>         <C>       <C>
  148            Boston              MA     02109      1,000,000        7,050       8.460%         120         117       08/01/10
   15            Boston              MA     02215     18,000,000      129,150       8.610%         120         118       09/01/10
   92            Pomona              CA     91767      3,296,766       25,374       8.500%         120         118       09/01/10
  126            Boston              MA     02134      1,800,000       12,660       8.440%         120         117       08/01/10
   51            Boston              MA     02134      7,500,000       52,750       8.440%         120         117       08/01/10
  140            Newton              MA     02167      1,300,000        9,143       8.440%         120         117       08/01/10
  161            Novato              CA     94949        548,610        4,327       8.750%         120         114       05/01/10
  118         Los Angeles            CA     90001      1,910,626       14,705       8.500%         120         118       09/01/10
   87          Framingham            MA     01701      3,596,472       27,681       8.500%         120         118       09/01/10
  139           New York             NY     10035      1,347,483        9,898       8.000%         120         118       09/01/10
  151          Lexington             SC     29072        852,063        6,940       9.125%         120         117       08/01/10
   55          Nashville             TN     37203      6,992,192       51,510       8.030%         120         118       09/01/10
   71          Worcester             MA     01604      4,750,000       34,522       8.440%         120         117       08/01/10
  153            Lowell              MA     01851        800,000        5,627       8.440%         120         117       08/01/10
  159          Parsippany            NJ     07054        598,802        4,933       8.875%         120         117       08/01/10
  132            Acton               MA     01720      1,500,000       10,575       8.460%         120         118       09/01/10
  108          Nantucket             MA     02554      2,316,073       18,751       9.060%         120         118       09/01/10
  109          Mt. Kisco             NY     10549      2,297,372       16,780       7.940%         120         118       09/01/10
   61            Boston              MA     02134      6,000,000       42,300       8.460%         120         117       08/01/10
  158         Los Angeles            CA     90013        612,552        5,056       8.750%         120         115       06/01/10
  113          San Diego             CA     92120      2,088,497       16,294       8.630%         120         114       05/01/10
   44           Ashland              VA     23005      8,500,000       66,465       8.510%         120         117       08/01/10
  142           Bay City             TX     77414      1,259,534        9,688       8.500%         120         119       10/01/10
   7            Belmont              CA     94002     29,000,000      218,683       8.290%         120         117       08/01/10
   65           Houston              TX     77072      5,692,252       43,788       8.490%         120         117       08/01/10
  145           Berkeley             IL     60163      1,048,689        8,440       9.000%         120         119       10/01/10
  103           Richmond             VA     23220      2,525,000       19,487       8.540%         120         116       07/01/10
  160         Los Angeles            CA     90066        593,318        4,779       9.000%         120         117       08/01/10
   62           Bristol              VA     24201      5,920,000       46,996       8.850%         120         116       07/01/10
  129         Los Angeles            CA     90028      1,638,310       12,402       8.320%         120         118       09/01/10
   48          San Diego             CA     92123      8,000,000       60,101       8.250%         120         117       08/01/10
   84          Waterbury             CT     06710      3,892,464       31,732       9.125%         120         115       06/01/10
  125           Carlsbad             CA     92008      1,812,147       14,318       8.780%         120         116       07/01/10
  135           Seattle              WA     98178      1,422,634       11,084       8.625%         120         116       07/01/10
   67            Tacoma              WA     98444      5,485,641       42,876       8.650%         120         114       05/01/10
   24          Chesapeake            VA     23327     12,299,012       95,167       8.550%         120         116       07/01/10
   50           Houston              TX     77072      7,596,713       56,297       8.100%         120         119       10/01/10
  110            Nashua              NH     03064      2,200,000       15,473       8.440%         120         117       08/01/10
   82          San Diego             CA     92123      3,900,000       29,299       8.250%         120         117       08/01/10
   22          Brookline             MA     02146     13,000,000       92,950       8.580%         120         118       09/01/10
   88            Tampa               FL     33617      3,593,592       27,477       8.420%         120         116       07/01/10
   77           Garland              TX     75042      4,358,408       33,617       8.530%         120         119       10/01/10
   18           Phoenix              AZ     85004     16,418,573      140,075       9.150%         120         114       05/01/10
   37           Phoenix              AZ     85029     10,000,000       74,425       8.150%         120         118       09/01/10
   5           Las Vegas             NV     89109     32,000,000      233,245       7.930%         105         104       07/01/09
  149            Duarte              CA     91010        997,151        7,601       8.375%         120         114       05/01/10
   32         Rhinelander            WI     54501     10,616,126       83,022       8.660%         120         115       06/01/10
  101           Emporia              VA     23847      2,622,336       19,952       8.375%         120         118       09/01/10
   46     Egg Harbor Township        NJ     08234      8,428,418       64,657       8.460%         120         117       08/01/10
  119          Framingham            MA     01701      1,900,000       13,363       8.440%         120         117       08/01/10
   8            Orlando              FL     32819     25,459,300      207,988       8.615%         120         114       05/05/10
   13          Piscataway            NJ     08854     20,627,775      168,517       8.615%         120         114       05/05/10
  146           Sulphur              LA     70663      1,028,782        8,126       8.760%         120         113       04/01/10
   43           Orlando              FL     32839      8,741,082       66,414       8.360%         119         117       08/01/10
   53           Tomball              TX     77375      7,354,824       56,907       8.380%         120         110       01/01/10
  143           Pasadena             TX     77502      1,256,301       10,466       8.875%         120         116       07/01/10
   86            Solon               OH     44139      3,648,651       28,065       8.500%         120         119       10/01/10
  152          Ft. Pierce            FL     34982        842,946        6,640       8.750%         120         117       08/01/10
  117             Reno               NV     89502      1,922,383       14,788       8.490%         120         117       08/01/10
  144            Boston              MA     02134      1,247,165        9,722       8.625%         120         115       06/01/10
   34           Hartford             CT     06106     10,490,000       81,481       8.600%         120         118       09/01/10
   39           Monterey             CA     93940      9,800,000       72,948       8.810%          36          29       04/01/03
  137     Cherry Hill Township       NJ     08003      1,396,621       10,686       8.420%         120         115       06/01/10
   41          Santa Cruz            CA     95060      9,493,424       77,910       8.720%         120         119       10/01/10
   19           Columbia             MO     65203     14,916,221      128,701       8.800%         120         115       06/01/10
   93       Charlottesville          VA     22901      3,095,334       24,721       8.900%         120         116       07/01/10
   66           Addison              TX     75001      5,496,469       46,156       9.000%         120         119       10/01/10
   68           Atlanta              GA     30339      4,996,790       41,960       9.000%         120         119       10/01/10
   63            Irving              TX     75039      5,696,341       47,834       9.000%         120         119       10/01/10
   94          Ridgeland             MS     39157      2,998,074       25,176       9.000%         120         119       10/01/10
  104            Plano               TX     75093      2,498,395       20,980       9.000%         120         119       10/01/10
  105           Midvale              UT     84047      2,498,395       20,980       9.000%         120         119       10/01/10
  106           Houston              TX     77006      2,439,076       19,454       8.875%         120         114       05/01/10
   23          Baltimore             MD     21228     12,546,803       94,359       8.250%         144         142       09/01/12
   91           Anniston             AL     36207      3,423,595       25,707       8.240%         120         119       10/01/10
  116          Las Vegas             NV     89117      1,948,116       15,063       8.550%         120         118       09/01/10
  157           Jupiter              FL     33458        693,068        5,655       9.125%         120         113       04/01/10
  150           Greeley              CO     80631        864,425        7,185       8.875%         120         119       10/01/10
  133           Ontario              CA     91764      1,449,493       11,175       8.510%         120         116       07/01/10
  120           Anaheim              CA     92806      1,897,114       15,117       8.875%         120         116       07/01/10
  131          Las Vegas             NV     89117      1,600,000       12,201       8.410%         120         120       11/01/10
   98          Chantilly             VA     11780      2,694,474       21,628       8.950%         120         115       06/01/10
  128            Newton              MA     02161      1,700,000       13,023       8.460%         120         118       09/01/10
   26        East Hartford           CT     06118     11,995,435       91,675       8.430%          60          59       10/01/05
  107           Roanoke              VA     24011      2,385,029       19,059       8.900%         120         115       06/01/10
  155            Payson              AZ     85541        727,500        5,985       8.750%         120         119       10/01/10
  154          Plantation            FL     33317        748,260        6,166       8.750%         120         117       08/01/10
  130          Ft. Worth             TX     76109      1,627,791       12,533       8.500%         120         117       08/01/10
   99           Richmond             VA     23236      2,693,580       20,703       8.470%         120         115       06/01/10
   38          Germantown            MD     20876      9,989,921       76,184       8.400%         120         118       09/01/10
   45         Minneapolis            MN     55407      8,500,000       63,858       8.250%         120         117       08/01/10
   56          San Diego             CA     92108      6,900,000       50,313       8.750%          48          41       04/01/04
   14          Las Vegas             NV     89123     20,478,461      154,010       8.250%         120         118       09/01/10
   59         Murfreesboro           TN     37130      6,500,000       48,832       8.250%         120         117       08/01/10
   96           Needles              CA     92363      2,891,874       21,546       8.150%         120         118       09/01/10
   17        North Andover           MA     01845     16,472,465      128,159       8.610%          60          56       07/01/05
  121            Greece              NY     14616      1,894,999       14,778       8.625%         120         114       05/01/10
   85          Knoxville             TN     37917      3,798,295       27,883       8.000%         120         119       10/01/10
   74           Margate              FL     33063      4,541,847       34,664       8.400%         120         116       07/01/10
  102            Arvada              CO     80002      2,526,978       19,911       8.750%         120         116       07/01/10
  100             Avon               CO     81657      2,644,219       20,848       8.750%         120         115       06/01/10
   54       Westlake Village         CA     91377      7,317,720       56,064       8.450%         120         118       09/01/10
   72            Tigard              OR     97224      4,741,060       35,685       8.250%         120         116       07/01/10
   89      Town of Lewisboro         NY     10590      3,590,138       27,681       8.500%         120         114       05/01/10
   27      Jacksonville Beach        FL     32250     11,700,000       87,898       8.250%         120         117       08/01/10
  123            Lowell              MA     01851      1,850,000       13,012       8.440%         120         117       08/01/10
   25            Orinda              CA     94563     12,000,000       91,505       8.410%          60          59       10/01/05
   69       Charlottesville          VA     22903      4,992,953       38,004       8.375%         120         117       08/01/10
  114           Richmond             VA     23227      1,982,435       17,356       8.500%         120         114       05/01/10
   2          Little Rock            AR     72205     42,390,617      332,613       8.690%         120         114       05/01/10
   33           Houston              TX     77004     10,600,000       79,634       8.250%         120         117       08/01/10
   6             Reston              VA     20190     31,000,000      235,964       8.210%         120         118       09/01/10
   52           Fairfax              VA     22030      7,500,000       57,828       8.530%         120         117       08/01/10
   79           Houston              TX     77084      4,294,155       33,033       8.490%         120         117       08/01/10
  147           Sanford              FL     32773      1,019,603        7,753       8.375%         120         119       10/01/10
   90           Temecula             CA     92589      3,495,182       26,788       8.450%         120         117       08/01/10
   73          Ft. Worth             TX     76116      4,668,421       35,550       8.380%         120         117       08/01/10
   1            Columbus             OH     43240     42,889,270      321,534       8.200%         120         115       06/01/10
  115            Pomona              CA     91766      1,974,255       15,116       8.450%         120         119       10/01/10
   40        San Francisco           CA     94124      9,789,788       73,831       8.280%         120         118       09/01/10
   81           Lubbock              TX     79413      4,088,945       31,671       8.550%         120         114       05/01/10
   30          Las Vegas             NV     89147     10,779,936       81,441       8.290%         120         116       07/01/10
   70           Houston              TX     77090      4,944,756       37,083       8.220%         120         118       09/01/10
   97          Melbourne             FL     32901      2,696,177       20,493       8.360%         120         117       08/01/10
   57           Richland             WA     99352      6,582,769       51,452       8.650%         120         114       05/01/10
  124           Danvers              MA     01923      1,850,000       13,012       8.440%         120         117       08/01/10
   4         North Andover           MA     01845     33,930,352      262,351       8.410%         120         116       07/01/10
   80            Ruston              LA     71270      4,238,183       31,482       8.125%         120         119       10/01/10
   21           Lakeland             FL     33810     13,824,000      100,762       7.930%         120         119       10/01/10
   42           Atlanta              GA     30092      9,259,145       65,730       7.000%         120         116       07/01/10
   36           Augusta              ME     04330     10,022,779       77,412       8.530%         120         116       07/01/10
   60           Houston              TX     77073      6,391,301       49,165       8.490%         120         117       08/01/10
   75            Boston              MA     02135      4,500,000       31,650       8.440%         120         117       08/01/10
   16           Richmond             VA     23219     17,600,000      116,453       7.940%         120         116       07/01/10
  162          New Haven             CT     06511        513,263        3,960       8.500%         120         113       04/01/10
   9           Shrewsbury            NJ     07702     24,657,201      189,922       8.500%         120         116       07/01/10
   3         Coral Springs           FL     33067     36,200,000      268,151       8.100%         120         114       05/01/10
  127          Flagstaff             AZ     86001      1,761,018       14,661       8.875%         120         117       08/01/10
   12           Lansing              IL     60438     21,464,492      167,454       8.640%         120         116       07/01/10
   10        Redwood Shores          CA     94063     22,968,037      175,548       8.420%         120         117       08/01/10
   58          Schaumburg            IL     60173      6,568,253       51,710       8.730%         120         114       05/01/10
   11         Indianapolis           IN     46290     22,654,253      175,419       8.540%         144         137       04/01/12
   35           Glendale             AZ     85304     10,372,000       76,106       8.000%         120         118       09/01/10
   31           LasVegas             NV     89103     10,687,937       78,438       7.990%         120         118       09/01/10
   47           Norfolk              VA     23502      8,080,000       62,128       8.500%         120         117       08/01/10
  122          Beaverton             OR     97005      1,859,562       15,463       8.820%         120         113       04/01/10
  112          Manchester            NH     03103      2,159,877       17,960       8.820%         120         113       04/01/10
  141            Austin              TX     78757      1,274,844       10,601       8.820%         120         113       04/01/10
  136         Kansas City            MO     64108      1,400,141       11,643       8.820%         120         113       04/01/10
  138            Eugene              OR     97403      1,391,191       11,568       8.820%         120         113       04/01/10
  134          Shreveport            LA     71108      1,424,007       11,841       8.820%         120         113       04/01/10
   78         Hyattsville            MD     20782      4,326,714       35,979       8.820%         120         113       04/01/10
  111           Garland              TX     75041      2,196,670       18,266       8.820%         120         113       04/01/10
   95           Richmond             VA     23220      2,958,395       24,600       8.820%         120         113       04/01/10
   20             Mesa               AZ     85203     14,428,000      105,868       8.000%         120         118       09/01/10
   83           Modesto              CA     95350      3,898,483       29,643       8.375%         120         119       10/01/10
   29         Gainesville            VA     20155     11,000,000       86,243       8.540%         120         117       08/01/10
   49         Libertyville           IL     60048      7,650,000       58,335       8.410%         120         118       09/01/10
  156         Los Angeles            CA     90019        726,166        5,850       9.000%         120         117       08/01/10
   64           Carlsbad             CA     92009      5,693,761       42,223       8.100%         120         118       09/01/10
   28          Ann Arbor             MI     48103     11,595,206       86,902       8.220%         120         119       10/01/10
   76            Plano               TX     75075      4,500,000       33,807       8.250%         120         117       08/01/10


<CAPTION>


  (i)           (vii)             (viii)         (viii)         (ix)        (x)         (xi)        (xli)          (xiii)

                                                                                                               Collateralized
            Remaining Amort      Original       Remaining                  Master                                and Cross
Control      Term for all         Amort           Amort        Ground     Servicing      ARD         Loan        Defaulted
 Number      balloon loans      Term (Mos.)    Term (Mos.)     Lease      Fee Rate      Loans     Originator     Loan Flag
-----------------------------------------------------------------------------------------------------------------------------
  <S>        <C>                    <C>            <C>           <C>       <C>            <C>        <C>             <C>
  148                               NA             NA            NA        0.0500%        N          FUNB            NA
   15                               NA             NA            NA        0.0500%        N          FUNB            NA
   92                               360            358           NA        0.0500%        N           ML             NA
  126                               NA             NA            NA        0.0500%        N          FUNB            NA
   51                               NA             NA            NA        0.0500%        N          FUNB            NA
  140                               NA             NA            NA        0.0500%        N          FUNB            NA
  161                               360            354           NA        0.0500%        N          FUNB            NA
  118                               360            358           NA        0.0500%        N          FUNB            NA
   87                               360            358           NA        0.0500%        N           ML             NA
  139                               360            358           NA        0.0500%        N          FUNB            NA
  151                               360            357           NA        0.0500%        N          FUNB            NA
   55                               360            358           NA        0.0500%        N          FUNB            NA
   71                               NA             NA            NA        0.0500%        N          FUNB            NA
  153                               NA             NA            NA        0.0500%        N          FUNB            NA
  159                               312            309           NA        0.0500%        N          FUNB            NA
  132                               NA             NA            NA        0.0500%        N          FUNB            NA
  108                               360            358           NA        0.0500%        N          FUNB            NA
  109                               360            358           NA        0.0500%        N          FUNB            NA
   61                               NA             NA            NA        0.0500%        N          FUNB            NA
  158                               300            295           NA        0.0500%        N          FUNB            NA
  113                               360            354           NA        0.0500%        N          FUNB            NA
   44                               336            336           NA        0.0500%        N          FUNB            NA
  142                               360            359           NA        0.0500%        N          FUNB            NA
   7                                360            360           NA        0.0500%        N          FUNB            NA
   65                               360            357           NA        0.0500%        N          FUNB            NA
  145                               360            359           NA        0.0650%        N          FUNB            NA
  103                               360            360           NA        0.0500%        N          FUNB            NA
  160                               360            357           NA        0.0500%        N          FUNB            NA
   62                               360            360           NA        0.0500%        N          FUNB            NA
  129                               360            358           NA        0.0500%        Y          FUNB            NA
   48                               360            360           NA        0.0500%        N          FUNB           HCPI
   84                               360            355           NA        0.0500%        N          FUNB            NA
  125                               360            356           NA        0.0500%        N          FUNB            NA
  135                               360            356           NA        0.0500%        N          FUNB            NA
   67                               360            354           NA        0.0850%        N          FUNB            NA
   24                               360            356           NA        0.0500%        N          FUNB            NA
   50                               360            359           NA        0.0500%        N          FUNB            NA
  110                               NA             NA            NA        0.0500%        N          FUNB            NA
   82                               360            360           NA        0.0500%        N          FUNB           HCPI
   22                               NA             NA            NA        0.0500%        N          FUNB            NA
   88                               360            356           NA        0.0500%        N           ML             NA
   77                               360            359           NA        0.1050%        N          FUNB            NA
   18                               300            294           Yes       0.0500%        N          FUNB            NA
   37                               360            360           NA        0.0500%        N          FUNB            NA
   5                                360            360           NA        0.0500%        N          FUNB            NA
  149                               360            354           NA        0.0500%        N          FUNB            NA
   32                               360            355           NA        0.0500%        N          FUNB            NA
  101                               360            358           NA        0.0500%        N          FUNB            NA
   46                               360            357           NA        0.0500%        N          FUNB            NA
  119                               NA             NA            NA        0.0500%        N          FUNB            NA
   8                                300            294           Yes       0.0550%        N           ML             NA
   13                               300            294           Yes       0.0550%        N           ML             NA
  146                               360            353           NA        0.0500%        N          FUNB            NA
   43                               360            358           NA        0.0500%        N          FUNB            NA
   53                               360            350           NA        0.0500%        N           ML             NA
  143                               300            296           NA        0.0500%        N          FUNB            NA
   86                               360            359           NA        0.0500%        N           ML             NA
  152                               360            357           NA        0.0500%        N          FUNB            NA
  117                               360            357           NA        0.0500%        N          FUNB            NA
  144                               360            355           NA        0.0500%        N          FUNB            NA
   34                               360            358           NA        0.0500%        N           ML             NA
   39                               NA             NA            NA        0.0500%        N          FUNB            NA
  137                               360            355           NA        0.0500%        N          FUNB            NA
   41                               300            299           NA        0.0500%        N          FUNB            NA
   19                               264            259           NA        0.0500%        N          FUNB            NA
   93                               360            356           NA        0.0500%        N          FUNB            NA
   66                               300            299           NA        0.0650%        N          FUNB         Homewood
   68                               300            299           NA        0.0500%        N          FUNB         Homewood
   63                               300            299           NA        0.0500%        N          FUNB         Homewood
   94                               300            299           NA        0.0500%        N          FUNB         Homewood
  104                               300            299           NA        0.0500%        N          FUNB         Homewood
  105                               300            299           NA        0.0500%        N          FUNB         Homewood
  106                               360            354           NA        0.0500%        N          FUNB            NA
   23                               360            358           NA        0.0500%        N          FUNB            NA
   91                               360            359           NA        0.0500%        N          FUNB            NA
  116                               360            358           NA        0.0500%        N          FUNB            NA
  157                               360            353           NA        0.0500%        N          FUNB            NA
  150                               300            299           NA        0.0500%        N          FUNB            NA
  133                               360            356           NA        0.0500%        N          FUNB            NA
  120                               360            356           NA        0.0500%        N          FUNB            NA
  131                               360            360           NA        0.0500%        N          FUNB            NA
   98                               360            355           NA        0.0500%        N          FUNB            NA
  128                               NA             NA            NA        0.0500%        N          FUNB            NA
   26                               360            359           NA        0.0500%        Y           ML             NA
  107                               360            355           NA        0.0500%        N          FUNB            NA
  155                               300            299           NA        0.0500%        N          FUNB            NA
  154                               300            297           NA        0.0500%        N          FUNB            NA
  130                               360            357           NA        0.0500%        N           ML             NA
   99                               360            355           NA        0.0500%        N          FUNB            NA
   38                               360            358           NA        0.0500%        N          FUNB            NA
   45                               360            360           NA        0.0500%        N          FUNB           HCPI
   56                               NA             NA            NA        0.0500%        Y          FUNB            NA
   14                               360            358           NA        0.0500%        N          FUNB            NA
   59                               360            360           NA        0.0500%        N          FUNB           HCPI
   96                               360            358           NA        0.0500%        Y          FUNB            NA
   17                               360            356           NA        0.0500%        N           ML             NA
  121                               360            354           NA        0.0500%        N          FUNB            NA
   85                               360            359           Yes       0.0500%        N          FUNB            NA
   74                               360            356           NA        0.0500%        N           ML             NA
  102                               360            356           NA        0.0500%        N           ML             NA
  100                               360            355           NA        0.0500%        N          FUNB            NA
   54                               360            358           NA        0.0500%        Y          FUNB            NA
   72                               360            356           NA        0.0500%        N          FUNB            NA
   89                               360            354           NA        0.0500%        N          FUNB            NA
   27                               360            360           NA        0.0500%        N          FUNB            NA
  123                               NA             NA            NA        0.0500%        N          FUNB            NA
   25                               360            360           NA        0.0500%        N          FUNB            NA
   69                               360            357           NA        0.0500%        N          FUNB            NA
  114                               240            234           NA        0.0500%        N          FUNB            NA
   2                                358            352           NA        0.0500%        Y          FUNB            NA
   33                               360            360           NA        0.0500%        N          FUNB           HCPI
   6                                336            336           NA        0.0500%        N          FUNB            NA
   52                               360            360           NA        0.0500%        N          FUNB            NA
   79                               360            357           NA        0.0500%        N          FUNB            NA
  147                               360            359           NA        0.0500%        N          FUNB            NA
   90                               360            357           NA        0.0500%        Y          FUNB            NA
   73                               360            357           NA        0.0500%        N          FUNB            NA
   1                                360            355           NA        0.0500%        Y          FUNB            NA
  115                               360            359           NA        0.0500%        N          FUNB            NA
   40                               360            358           NA        0.0500%        N          FUNB            NA
   81                               360            354           NA        0.0500%        N          FUNB            NA
   30                               360            356           NA        0.0500%        N          FUNB            NA
   70                               360            358           NA        0.0500%        N          FUNB            NA
   97                               360            357           NA        0.0500%        N           ML             NA
   57                               360            354           NA        0.0500%        N          FUNB            NA
  124                               NA             NA            NA        0.0500%        N          FUNB            NA
   4                                360            356           NA        0.0500%        Y           ML             NA
   80                               360            359           NA        0.0500%        N          FUNB            NA
   21                               360            360           NA        0.0500%        N          FUNB            NA
   42                               300            296           NA        0.0500%        N          FUNB            NA
   36                               360            356           NA        0.0500%        N           ML             NA
   60                               360            357           NA        0.0500%        N          FUNB            NA
   75                               NA             NA            NA        0.0500%        N          FUNB            NA
   16                               NA             NA            NA        0.0500%        N          FUNB            NA
  162                               360            353           NA        0.0500%        N          FUNB            NA
   9                                360            356           NA        0.0500%        N          FUNB            NA
   3                                360            360           NA        0.0500%        N          FUNB            NA
  127                               300            297           NA        0.0500%        N          FUNB            NA
   12                               360            356           NA        0.0500%        N          FUNB            NA
   10                               360            357           NA        0.0500%        N          FUNB            NA
   58                               360            354           NA        0.0500%        N          FUNB            NA
   11                               360            353           NA        0.0500%        Y           ML             NA
   35                               360            360           NA        0.0500%        N          FUNB            NA
   31                               360            358           NA        0.0500%        N          FUNB            NA
   47                               360            360           NA        0.0500%        N          FUNB            NA
  122                               300            293           Yes       0.0500%        N          FUNB       U-Haul Poll I
  112                               300            293           Yes       0.0500%        N          FUNB       U-Haul Pool I
  141                               300            293           Yes       0.0500%        N          FUNB       U-Haul Pool I
  136                               300            293           Yes       0.0500%        N          FUNB       U-Haul Pool II
  138                               300            293           Yes       0.0500%        N          FUNB       U-Haul Pool II
  134                               300            293           Yes       0.0500%        N          FUNB       U-Haul Pool II
   78                               300            293           Yes       0.0500%        N          FUNB       U-Haul Pool I
  111                               300            293           Yes       0.0500%        N          FUNB       U-Haul Pool II
   95                               300            293           Yes       0.0500%        N          FUNB       U-Haul Pool II
   20                               360            360           NA        0.0500%        N          FUNB            NA
   83                               360            359           NA        0.0500%        N           ML             NA
   29                               336            336           NA        0.0500%        N          FUNB            NA
   49                               360            360           NA        0.0500%        N          FUNB            NA
  156                               360            357           NA        0.0500%        N          FUNB            NA
   64                               360            358           NA        0.0500%        N           ML             NA
   28                               360            359           NA        0.0500%        N          FUNB            NA
   76                               360            360           NA        0.0500%        N          FUNB           HCPI


<CAPTION>


  (i)          (xiv)            (xv)          (xvi)      (xvii)         (xvii)

            Is the loan a                   Interest
Control      defeasance       Letter of     Reserve
 Number         loan?          Credit         Loan       Lockbox     Reserve Funds
----------------------------------------------------------------------------------
  <S>            <C>             <C>           <C>         <C>        <C>
  148            Yes             NA            Yes                       0.00
   15            Yes             NA            Yes                       0.00
   92            Yes             NA            Yes         Yes        109,349.29
  126            Yes             NA            Yes                       0.00
   51            Yes             NA            Yes                       0.00
  140            Yes             NA            Yes                       0.00
  161            Yes             NA            Yes                     19,756.06
  118            Yes             NA            Yes                       0.00
   87            Yes             NA            Yes         Yes         3,304.15
  139            Yes             NA            Yes                     20,151.42
  151             No             NA            Yes                     2,454.74
   55            Yes             NA            Yes                    182,471.11
   71            Yes             NA            Yes                       0.00
  153            Yes             NA            Yes                       0.00
  159             No             NA            Yes                     6,235.33
  132            Yes             NA            Yes                       0.00
  108            Yes             NA            Yes                     11,654.99
  109            Yes             NA            Yes                     40,179.73
   61            Yes             NA            Yes                       0.00
  158            Yes             NA            Yes                     16,600.80
  113            Yes             NA            Yes                       0.00
   44            Yes             NA            Yes                    516,701.75
  142            Yes             NA            Yes                     32,294.45
   7             Yes             NA            Yes                    144,271.61
   65             No             NA            Yes                    362,368.51
  145            Yes             NA            Yes                     43,183.48
  103            Yes             NA            Yes                     39,979.10
  160            Yes             NA            Yes                     9,114.36
   62            Yes             NA            Yes                     26,676.86
  129            Yes             NA            Yes         Yes         44,214.49
   48            Yes             NA            Yes                       0.00
   84            Yes             NA            Yes                     68,022.13
  125            Yes             NA            Yes                     1,911.40
  135            Yes             NA            Yes                     14,579.89
   67            Yes             NA            Yes                     60,652.45
   24            Yes             NA            Yes                    419,894.00
   50             No             NA            Yes                    189,402.03
  110            Yes             NA            Yes                       0.00
   82            Yes             NA            Yes                     20,000.00
   22            Yes             NA            Yes                       0.00
   88            Yes             NA            Yes                    303,051.80
   77            Yes             NA            Yes                       0.00
   18            Yes             NA            Yes                   1,262,353.06
   37            Yes             NA            Yes                   1,638,949.84
   5             Yes             NA            Yes         Yes        733,300.73
  149            Yes             NA            Yes                     11,723.05
   32            Yes             NA            Yes                       0.00
  101            Yes             NA            Yes                     13,082.53
   46            Yes             NA            Yes                     70,869.70
  119            Yes             NA            Yes                       0.00
   8             Yes             NA            Yes                    288,456.00
   13            Yes             NA            Yes                    336,828.00
  146            Yes             NA            Yes                     8,927.64
   43            Yes             NA            Yes                     24,855.80
   53            Yes             NA            Yes                    182,809.17
  143            Yes             NA            Yes                     35,579.06
   86            Yes             NA            Yes                    100,991.95
  152            Yes             NA            Yes                     23,920.10
  117            Yes             NA            Yes                     21,772.47
  144            Yes             NA            Yes                     22,348.75
   34             No             NA            Yes                   1,601,886.20
   39             No             NA            No          Yes         82,893.64
  137            Yes             NA            Yes                     62,056.14
   41            Yes             NA            Yes                    124,672.84
   19            Yes             NA            Yes                    378,606.46
   93            Yes             NA            Yes                     13,658.09
   66            Yes             NA            Yes                       0.00
   68            Yes             NA            Yes                       0.00
   63            Yes             NA            Yes                       0.00
   94            Yes             NA            Yes                       0.00
  104            Yes             NA            Yes                       0.00
  105            Yes             NA            Yes                       0.00
  106            Yes             NA            Yes                     51,816.18
   23            Yes             NA            Yes                     47,126.55
   91            Yes             NA            Yes                       0.00
  116            Yes             NA            Yes                     61,761.41
  157            Yes             NA            Yes                     54,542.53
  150            Yes             NA            Yes                     11,533.10
  133            Yes             NA            Yes                     7,256.53
  120            Yes             NA            Yes                     43,776.79
  131            Yes             NA            Yes                     2,588.15
   98            Yes             NA            Yes                     14,605.37
  128            Yes             NA            Yes                       0.00
   26             No             NA            Yes         Yes        359,615.91
  107            Yes             NA            Yes                     20,832.58
  155            Yes             NA            Yes                     8,751.32
  154            Yes             NA            Yes                    201,924.16
  130            Yes             NA            Yes                    104,178.15
   99            Yes             NA            Yes         Yes         62,658.58
   38            Yes             NA            Yes                       0.00
   45            Yes             NA            Yes                       0.00
   56             No             NA            Yes                    475,320.51
   14            Yes             NA            Yes                       0.00
   59            Yes             NA            Yes                       0.00
   96            Yes             NA            Yes         Yes           0.00
   17            Yes             NA            Yes                   1,090,214.36
  121            Yes             NA            Yes                     17,679.76
   85            Yes             NA            Yes                    120,384.09
   74             No             NA            Yes                     86,338.51
  102            Yes             NA            Yes                    158,467.87
  100            Yes             NA            Yes                     48,921.15
   54            Yes             NA            Yes                     15,058.22
   72            Yes             NA            Yes                     7,751.99
   89            Yes             NA            Yes                    137,448.16
   27            Yes             NA            Yes                    201,810.81
  123            Yes             NA            Yes                       0.00
   25             No             NA            Yes                    367,170.59
   69            Yes             NA            Yes                     44,469.25
  114            Yes             NA            Yes                     3,207.95
   2             Yes             NA            Yes         Yes        704,975.37
   33            Yes             NA            Yes                     18,000.00
   6             Yes             NA            Yes                    678,449.80
   52            Yes             NA            Yes                     93,364.39
   79             No             NA            Yes                    267,051.96
  147            Yes             NA            Yes                      951.43
   90            Yes             NA            Yes                     34,473.78
   73             No             NA            Yes                    168,660.85
   1             Yes             NA            Yes         Yes        340,972.86
  115            Yes             NA            Yes                     42,497.07
   40            Yes             NA            Yes         Yes         75,155.47
   81            Yes             NA            Yes                     51,878.74
   30            Yes             NA            Yes                     39,504.97
   70             No             NA            Yes                    213,201.15
   97             No             NA            Yes                     51,601.80
   57            Yes             NA            Yes                     34,295.03
  124            Yes             NA            Yes                       0.00
   4             Yes             NA            Yes         Yes           0.00
   80            Yes             NA            Yes                     -1,143.41
   21            Yes             NA            Yes                    186,534.13
   42            Yes             NA            Yes                    114,317.40
   36            Yes             NA            Yes                    126,558.87
   60             No             NA            Yes                    306,159.42
   75            Yes             NA            Yes                       0.00
   16            Yes             NA            Yes                       0.00
  162            Yes             NA            Yes                     18,970.57
   9             Yes             NA            Yes                    320,962.62
   3             Yes             NA            Yes                    168,638.02
  127            Yes             NA            Yes                    285,128.48
   12            Yes             NA            Yes         Yes        608,499.23
   10            Yes             NA            Yes                   4,041,700.04
   58            Yes             NA            Yes                    124,468.66
   11            Yes             NA            Yes         Yes           0.00
   35            Yes             NA            Yes         Yes         75,203.75
   31            Yes             NA            Yes                   1,886,958.27
   47            Yes             NA            Yes                     34,409.78
  122            Yes             NA            Yes                       0.00
  112            Yes             NA            Yes                       0.00
  141            Yes             NA            Yes                       0.00
  136            Yes             NA            Yes                       0.00
  138            Yes             NA            Yes                       0.00
  134            Yes             NA            Yes                       0.00
   78            Yes             NA            Yes                       0.00
  111            Yes             NA            Yes                       0.00
   95            Yes             NA            Yes                       0.00
   20            Yes             NA            Yes         Yes         87,646.51
   83            Yes             NA            Yes                     65,076.71
   29            Yes             NA            Yes                     84,842.36
   49            Yes             NA            Yes                       0.00
  156            Yes             NA            Yes                     11,898.42
   64            Yes             NA            Yes                    175,020.20
   28            Yes             NA            Yes                    531,124.86
   76            Yes             NA            Yes                       0.00


</TABLE>


                                      B-1


<PAGE>

<TABLE>
<CAPTION>

                                                             EXHIBIT C-1

                                          SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY


                                           FIRST UNION COMMERCIAL MORTGAGE SECURITIES INC.
                                    COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES SERIES 2000-C2


                                                EX
LOAN ID  ORIGINATOR  PROPERTY NAME    DOCUMENT CODE  EXCEPTION DESCRIPTION                     COMMENTS
<S>      <C>         <C>               <C>      <C>  <C>                                       <C>
131      FUNB        LAKE SAHARA PLA   ALNG     07   Date Is Incorrect                          ALNG: 10/3/00     NOTE: 10/2/00
127      FUNB        THE ICE HOUSE     ALNG     22   Endorsement(s) Is Missing/incorrect        ARBOR TO BLANK S/B TO FUNB
18       FUNB        CROWNE PLAZA PH   NOTE     14   Loan Amount Does Not Agree With Schedule   NOTE: 16,418,573  SCH: 16,489,240
4        ML          SCHNEIDER AUTOM   NOTE     14   Loan Amount Does Not Agree With Schedule   NOTE: 39,000,000  SCH: 34,000,000
46       FUNB        ENGLISH CREEK C   NOTE     15   Loan Amount (alpha & Numeric) Do Not Agree ALPHA: 8,440,000  NUMERIC: 8,500,000
</TABLE>




                                                                 C-1

<PAGE>



                                 EXHIBIT C-2

                         FORM OF CUSTODIAL CERTIFICATION

                                                                        [Date]


Merrill Lynch Mortgage Capital, Inc.
World Financial Center
North Tower, Floor [  ]
New York, New York  10281

Merrill Lynch Mortgage Lending, Inc.
[World Financial Center
North Tower, Floor [  ]
New York, New York  10281]

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 2000-C2

Re:   First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
      Pass-Through Certificates, Series 2000-C2
      ------------------------------------------------------------------------

Ladies and Gentlemen:

Wells Fargo Bank Minnesota, N.A., as Trustee, hereby certifies to the above
referenced parties that, with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, except as specifically identified in the schedule of
exceptions annexed hereto, (i) without regard to the proviso in the definition
of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(a), (v)
and (vii), and to the extent provided in the related Mortgage File and actually
known by a Responsible Officer of the Trustee to be required, clauses (iii),
(iv)(b), (iv)(c), (vi), (viii), and (ix), and (xi) of the definition of
"Mortgage File" are in its possession, (ii) all documents delivered or caused to
be delivered by the applicable Mortgage Loan Originator constituting the related
Mortgage File have been reviewed by it and appear regular on their face and
appear to relate to such Mortgage Loan, and (iii) based on such examination and
only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule for such Mortgage Loan









                                     C-2-1

<PAGE>

with respect to the items specified in clauses (v) and (vi)(c) of the definition
of "Mortgage Loan Schedule" is correct.

None of the Trustee, the Master Servicer, the Special Servicer or any Custodian
is under any duty or obligation to inspect, review or examine any of the
documents, instruments, certificates or other papers relating to the Mortgage
Loans delivered to it to determine that the same are valid, legal, effective,
genuine, enforceable, in recordable form, sufficient or appropriate for the
represented purpose or that they are other than what they purport to be on their
face. Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them under the Pooling and Servicing Agreement.


                                    Respectfully,

                                    __________________________________________

                                    Name:_____________________________________

                                    Title: ___________________________________




                                     C-2-2


<PAGE>


                                 EXHIBIT D-1

                 FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                                                        [Date]

Wells Fargo Bank Minnesota, N.A.
1015 10th Avenue S.E.
Minneapolis, Minnesota  55414
Attn: Corporate Trust Services (CMBS)-Mortgage Document Custody

Re:   First Union National Bank Commercial Mortgage Trust, Commercial
      Mortgage Pass-Through Certificates, Series 2000-C2


Ladies and Gentlemen:

      In connection with the administration of the Mortgage Files held by you as
Trustee under a certain Pooling and Servicing Agreement dated as of November 1,
2000 (the "Pooling and Servicing Agreement"), by and among First Union
Commercial Mortgage Securities, Inc., as Depositor, First Union National Bank,
as Master Servicer and as Special Servicer, and you, as Trustee, the undersigned
hereby requests a release of the Mortgage File (or the portion thereof specified
below) held by you with respect to the following described Mortgage Loan for the
reason indicated below.

Property Name:

Property Address:

Control No.:

      The Mortgage File should be delivered to the following:


                                           _____________________________________

                                           _____________________________________

                                           _____________________________________


                                           Attn:________________________________

                                           Phone:_______________________________


                                     D-1-1

<PAGE>




If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting file (or portion thereof):

_____    1.    Mortgage Loan paid in full.
               The Master Servicer hereby certifies that all amounts received in
               connection with the Mortgage Loan that are required to be
               credited to the Certificate Account pursuant to the Pooling and
               Servicing Agreement have been or will be so credited.

_____    2.    Other.  (Describe)

               _________________________________________________________________

               _________________________________________________________________


     The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently.

     Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.



                                    FIRST UNION NATIONAL BANK,
                                     as Master Servicer

                                    By:_________________________________________

                                       Name:____________________________________

                                       Title:___________________________________








                                     D-1-2

<PAGE>


                                 EXHIBIT D-2

                 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE


                                                                        [Date]

Wells Fargo Bank Minnesota, N.A.
1015 10th Avenue S.E.
Minneapolis, Minnesota 55414
Attn: Corporate Trust Services (CMBS)-Mortgage Document Custody

Re:   First Union National Bank Commercial Mortgage Trust, Commercial
      Mortgage Pass-Through Certificates, Series 2000-C2


Ladies and Gentlemen:

     In connection with the administration of the Mortgage Files held by you as
Trustee under a certain Pooling and Servicing Agreement dated as of November 1,
2000 (the "Pooling and Servicing Agreement"), by and among First Union
Commercial Mortgage Securities, Inc., as Depositor, First Union National Bank,
as Master Servicer and as Special Servicer, and you, as Trustee, the undersigned
hereby requests a release of the Mortgage File (or the portion thereof specified
below) held by you with respect to the following described Mortgage Loan for the
reason indicated below.

Property Name:

Property Address:

Control No.:

     The Mortgage File should be delivered to the following:

                                           _____________________________________

                                           _____________________________________

                                           _____________________________________


                                           Attn:________________________________

                                           Phone:_______________________________


If only particular documents in the Mortgage File are requested, please specify
which:


                                     D-2-1

<PAGE>



Reason for requesting file (or portion thereof):

_____    1.    The Mortgage Loan is being foreclosed.
_____    2.    Other.  (Describe)

               _________________________________________________________________

               _________________________________________________________________


     The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan is being foreclosed, in which case the Mortgage File (or such portion
thereof) will be returned when no longer required by us for such purpose.

     Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                    FIRST UNION NATIONAL BANK
                                    as Special Servicer


                                    By:_________________________________________

                                       Name:____________________________________

                                       Title:___________________________________





                                     D-2-2


<PAGE>



                                    EXHIBIT E

                [CALCULATION OF NOI/DEBT SERVICE COVERAGE RATIOS]

     "Net Cash Flow" shall mean the revenue derived from the use and operation
of a Mortgaged Property less operating expenses (such as utilities,
administrative expenses, repairs and maintenance, tenant improvement costs,
leasing commissions, management fees and advertising), fixed expenses (such as
insurance, real estate taxes and, if applicable, ground lease payments) and
replacement reserves and an allowance for vacancies and credit losses. Net Cash
Flow does not reflect interest expenses and non-cash items such as depreciation
and amortization, and generally does not reflect capital expenditures, but does
reflect reserves for replacements and an allowance for vacancies and credit
losses.

     In determining 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 5%, the Special Servicer shall assume a 5% 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
creditworthy 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, (b) historical vacancy at comparable properties in the same
market as the related Mortgaged Property, and (c) 5.0%. 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 annualize 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 80.0% 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 5%. 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 3.5% of gross
receipts shall be




                                      E-1


<PAGE>


assumed, and with respect to limited service hospitality properties, where a
minimum of 4.0% of gross receipts shall be assumed and, with respect to single
tenant properties, where fees as low as 1.5% 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 equal to (1) in
the case of retail, office, industrial and two mixed use multifamily/retail
properties, not less than $0.10 and not more than $0.15 per square foot net
rentable commercial area, (2) in the case of multifamily and three mixed use
multifamily/retail properties, not less than $250 per residential unit per year,
depending on the condition of the property, (3) in the case of hospitality
properties, not less than 4% and not more than 5% of the gross revenues received
by the property owner on an ongoing basis, (4) in the case of residential
healthcare facilities, $200 to $350 per bed per year and (5) in the case of the
mobile home parks, not less than $50 or more than $100 per pad per year. In
addition, in some instances, the Special Servicer may recharacterize as capital
expenditures those items reported by borrowers as operating expenses (thus
increasing "net cash flow") where determined appropriate.








                                      E-2


<PAGE>



                                    EXHIBIT F

                                   [RESERVED]





















                                      F-1

<PAGE>



                                 EXHIBIT G-1

                         FORM OF TRANSFEROR CERTIFICATE

                                                            [Date]


Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette-MAC#N9303-121
Minneapolis, Minnesota  55479-0113
Attn: Corporate Trust Services (CMBS)

      Re:   First Union National Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2000-C2 (the "Certificates")
            ----------------------------------------------------

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance as of November 29, 2000 (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 November 1, 2000, among First
Union Commercial Mortgage Securities, Inc., as depositor, First Union National
Bank, as master servicer and as special servicer and Wells Fargo Bank Minnesota,
N.A., as trustee. All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Certificate Registrar, that:

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

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


                                     G-1-1


<PAGE>


would require registration or qualification of any Certificate pursuant to the
Securities Act or any state securities laws.



                                    Very truly yours,

                                    ____________________________________________
                                                      (Transferor)

                                    By:_________________________________________

                                    Name:_______________________________________

                                    Title:______________________________________



                                     G-1-2


<PAGE>




                                 EXHIBIT G-2

                         FORM OF TRANSFEREE CERTIFICATE
                                    FOR QIBs

                                                                        [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette-MAC#N9303-121
Minneapolis, Minnesota  55479-0113
Attn: Corporate Trust Services (CMBS)


Re:   First Union National Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates,
      Series 2000-C2 (the "Certificates")
      ----------------------------------------------------

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance as of November 29, 2000 (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 November 1, 2000, among First
Union Commercial Mortgage Securities, Inc., as depositor, First Union National
Bank, as master servicer and as special servicer and Wells Fargo Bank Minnesota,
N.A., 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.


                                     G-2-1

<PAGE>



          2. In the case of a Class A Certificate or Class IO Certificate, the
     Transferee either (A) is not an "employee benefit plan" subject to ERISA or
     a "plan" described by Section 4975(e)(1) of the Code, or any entity deemed
     to hold plan assets of the foregoing by reason of a plan's investment in
     such entity (each, a "Plan") or (B) (1) qualifies as an accredited investor
     as defined in Rule 501(a)(1) of Regulation D under the Securities Act and
     at the time of such transfer, the Certificates are rated in one of the top
     four rating categories by at least one Rating Agency, (2) is an insurance
     company general account that is eligible for, and satisfies all of the
     requirements of, Section III of Department of Labor Prohibited Transaction
     Class Exemption 95-60, or (3) has provided a certification of facts and
     Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
     Trustee, Trust or Certificate Registrar) on which the Trustee may
     conclusively rely, that such transfer will not result in the imposition of
     an excise tax under Section 4975 of the Code.

          In the case of a Subordinated 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 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 Section III of Department of Labor Prohibited Transaction Class
     Exemption 95-60 ("PTE 95-60"), or (2) has provided a certification of facts
     and Opinion of Counsel (which Opinion of Counsel shall not be an expense of
     the Trustee, Trust or Certificate Registrar) on which the Trustee may
     conclusively rely, that such transfer will not result in the imposition of
     an excise tax under Section 4975 of the Code.

          3. The Transferee has been furnished with all information regarding
     (a) the Certificates and distributions thereon, (b) the nature, performance
     and servicing of the Mortgage Loans, (c) the Pooling and Servicing
     Agreement, and (d) any credit enhancement mechanism associated with the
     Certificates, that it has requested.

          4. The Transferee understands that it may not sell or otherwise
     transfer any portion of its interest in the Transferred Certificate except
     in compliance with the provisions of Section 5.02 of the Pooling and
     Servicing Agreement, which provisions it has carefully reviewed, and that
     the Transferred Certificate will bear legends substantially to the
     following effect:

     [IN THE CASE OF THE UNREGISTERED CERTIFICATES]: THE CERTIFICATE HAS NOT
     BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
     STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
     WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
     TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
     IN ACCORDANCE WITH THE


                                     G-2-2

<PAGE>


     PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
     TO HEREIN.

      -AND-

     [IN THE CASE OF CLASS A AND CLASS IO 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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON
     OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS SUCH PLAN (1)
     QUALIFIES AS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF
     REGULATION D UNDER THE SECURITIES ACT AND AT THE TIME OF SUCH TRANSFER, THE
     CERTIFICATES ARE RATED IN ONE OF THE TOP FOUR RATING CATEGORIES BY AT LEAST
     ONE RATING AGENCY, (2) THE PURCHASER IS AN INSURANCE COMPANY GENERAL
     ACCOUNT THAT IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS OF,
     SECTION III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
     95-60, OR (3) CAN PROVIDE 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. 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 SUBORDINATED 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 ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A
     PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT EITHER (1) IS
     AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES
     ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION 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. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL
     BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING


                                     G-2-3

<PAGE>


     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:______________________________________


                                     G-2-4


<PAGE>


                                                        ANNEX 1 TO EXHIBIT G-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]


     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and Wells Fargo Bank Minnesota, N.A., as Certificate Registrar,
with respect to the mortgage pass-through certificate being transferred (the
"Transferred Certificate") as described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

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

     2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) the Transferee owned and/or invested on a discretionary basis
$____________/ _____________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) [Transferee must own
and/or invest on a discretionary basis at least $100,000,000 in securities
unless Transferee is a dealer, and, in that case, Transferee must own and/or
invest on, a discretionary basis at least $10,000,000 in securities.] and (ii)
the Transferee satisfies the criteria in the category marked below.

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

     ____ Bank. The Transferee (a) is a national bank or a banking institution
          organized under the laws of any State, U.S. territory or the District
          of Columbia, the business of which is substantially confined to
          banking and is supervised by the State or territorial banking
          commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000
          as demonstrated in its latest annual financial statements, a copy of
          which is attached hereto, as of a date not more than 16 months
          preceding the date of sale of the Certificate in the case of a U.S.
          bank, and not more than 18 months preceding such date of sale for a
          foreign bank or equivalent institution.

     ____ Savings and Loan. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar institution, which is supervised and
          examined by a State or Federal authority having supervision over any
          such institutions or is a foreign savings and loan association or
          equivalent institution and (b) has an audited net worth of at least
          $25,000,000 as demonstrated in its latest annual financial statements,
          a copy of which is attached hereto, as of a date not more than 16
          months preceding the date


<PAGE>


          of sale of the Certificate in the case of a U.S. savings and loan
          association, and not more than 18 months preceding such date of sale
          for a foreign savings and loan association or equivalent institution.

     ____ Broker-dealer. The Transferee is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934.

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

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

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

     ____ Investment Advisor. The Transferee is an investment advisor registered
          under the Investment Advisers Act of 1940.

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

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

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


<PAGE>


consolidated subsidiary of another enterprise and the Transferee is not itself a
reporting company under the Securities Exchange Act of 1934.

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

         ________          ________      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 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 Wells Fargo Bank Minnesota, N.A., as Certificate Registrar,
with respect to the mortgage pass-through certificate being transferred (the
"Transferred Certificate") as described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

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

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

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

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


<PAGE>


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

     4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.

     5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

         ________          ________      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 undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificate will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.


                                    Print Name of Transferee or Adviser


                                    By:_________________________________________

                                    Name:_______________________________________

                                    Title:______________________________________




<PAGE>


                                 EXHIBIT G-3

                         FORM OF TRANSFEREE CERTIFICATE
                                  FOR NON-QIBs

                                                                        [Date]



Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette-MAC#N9303-121
Minneapolis, Minnesota  55479-0113
Attn: Corporate Trust Services (CMBS)

Re:   First Union National Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates,
      Series 2000-C2 (the "Certificates")
      ----------------------------------------------------


Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance as of November 29, 2000 (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 November 1, 2000, among First
Union Commercial Mortgage Securities, Inc., as depositor (the "Depositor"),
First Union National Bank, as master servicer and as special servicer and Wells
Fargo Bank Minnesota, N.A., as trustee. 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.


                                     G-3-1

<PAGE>

     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 A AND CLASS IO 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
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS SUCH PLAN (1) QUALIFIES AS AN
ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE
SECURITIES ACT AND AT THE TIME OF SUCH TRANSFER, THE CERTIFICATES ARE RATED IN
ONE OF THE TOP FOUR RATING CATEGORIES BY AT LEAST ONE RATING AGENCY, (2) THE
PURCHASER IS AN INSURANCE COMPANY GENERAL ACCOUNT THAT IS ELIGIBLE FOR, AND
SATISFIES ALL OF THE REQUIREMENTS OF, SECTION III OF DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60


                                     G-3-2


<PAGE>



OR (3) CAN PROVIDE 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.
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 SUBORDINATED 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 ENTITY
DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN
SUCH ENTITY (EACH, A "PLAN") UNLESS IT EITHER (1) IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTION 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. 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.


                                     G-3-3

<PAGE>


     6. The Transferee is an "accredited investor" as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act and has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Certificates; the Transferee has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Transferee is able to bear the economic
risks of such an investment and can afford a complete loss of such investment.


                                    Very truly yours,

                                    ____________________________________________
                                                      (Transferee)

                                    By:_________________________________________

                                    Name:_______________________________________

                                    Title:______________________________________







                                     G-3-4

<PAGE>



                                    EXHIBIT H

                         FORM OF TRANSFEREE CERTIFICATE

                                                                        [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center Sixth and Marquette-MAC#N9303-121
Minneapolis, Minnesota  55479-0113
Attn: Corporate Trust Services (CMBS)

Re:   First Union National Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates,
      Series 2000-C2   (the "Certificates")
      ----------------------------------------------------

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of the Class ______________ Certificates (the "Transferred
Certificate") having an initial principal balance as of November 29, 2000 (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 November 1, 2000 (the "Pooling and Servicing
Agreement"), among First Union Commercial Mortgage Securities, Inc., as
depositor, First Union National Bank, as master servicer and as special servicer
and Wells Fargo Bank Minnesota, N.A., 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 Certificate or a Class IO Certificate, the
Transferee either (A) is not an "employee benefit plan" subject to ERISA or a
"plan" described by Section 4975(e)(1) of the Code, or any entity deemed to hold
plan assets of the foregoing by reason of a plan's investment in such entity
(each, a "Plan") or (B) (1) qualifies as an accredited investor as defined in
Rule 501(a)(1) of Regulation D under the Securities Act and at the time of such
transfer, the Certificates are rated in one of the top three rating categories
by at least one Rating Agency, (2) is an insurance company general account that
is eligible for, and satisfies all of the requirements of, Section III of
Department of Labor Prohibited Transaction Class Exemption 95-60, or (3) has
provided a certification of facts and Opinion of Counsel (which Opinion of
Counsel shall not be an expense of the Trustee, Trust or Certificate Registrar)
on which the Trustee may conclusively rely, that such transfer will not result
in the imposition of an excise tax under Section 4975 of the Code.


                                      H-1


<PAGE>



     In the case of a Subordinated 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 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 Section 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 WITNESS WHEREOF, the undersigned has executed this certificate as of the
date first written above.


                                    ____________________________________________
                                                [Name of Transferee]

                                    By:_________________________________________

                                    Name:_______________________________________

                                    Title:______________________________________



                                      H-2


<PAGE>


                                 EXHIBIT I-1

                   FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                      PURSUANT TO SECTION 5.02(d)(i)(B)

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 2000-C2, Class [R-I, R-II, R-III, R-IV] evidencing a
     ___% Percentage Interest in the Class to which its belongs (the "Class
     [R-I, R-II, R-III, R-IV] Certificates"). Capitalized terms used but not
     defined herein have the meanings assigned to such terms in the Pooling and
     Servicing Agreement dated as of November 1, 2000, among First Union
     Commercial Mortgage Securities, Inc., as Depositor, First Union National
     Bank as Master Servicer and as Special Servicer and Wells Fargo Bank
     Minnesota, N.A..

          2. That the Owner (i) is and will be a "Permitted Transferee" as of
     ________, _______ and (ii) is acquiring the Class [R-I, R-II, R-III, R-IV]
     Certificates for its own account or for the account of another Owner from
     which it has received an affidavit in substantially the same form as this
     affidavit. A "Permitted Transferee" is any person other than a
     "disqualified organization" or a Non-United States Person. For this
     purpose, a "disqualified organization" means any of the following: (i) the
     United States, any State or political subdivision thereof, any possession
     of the United States, or any agency or instrumentality of any of the
     foregoing (other than an instrumentality which is a corporation if all of
     its activities are subject to tax and, except of the FHLMC, a majority of
     its board of directors is not selected by such governmental unit), (ii) a
     foreign government, any international organization, or any agency or
     instrumentality of any of the foregoing, (iii) any organization (other than
     certain farmers' cooperatives described in Section 521 of the Internal
     Revenue Code of 1986, as amended (the "Code")) which is exempt from the tax
     imposed by Chapter 1 of the Code (unless such organization is subject to
     the tax imposed by Section 511 of the Code on unrelated business taxable
     income), (iv) rural electric and telephone cooperatives described in
     Section 1381(a)(2)(C) of the Code and (v) any other Person so designated by
     the Trustee based upon an Opinion of Counsel that the holding of an
     Ownership Interest in a Class [R-I, R-II, R-III, R-IV] 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, R-III, R-IV] 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.

                                     I-1-1

<PAGE>


     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 thereof or
     the District of Columbia unless in the case of a partnership, Treasury
     Regulations are adopted that provide otherwise, or an estate whose income
     is includable in gross income for 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, R-III, R-IV] Certificates to
     disqualified organizations under the Code that applies to all transfers of
     the Class [R-I, R-II, R-III, R-IV] 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, R-III, R-IV] 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, R-III, R-IV] 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, R-III, R-IV] 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,
     R-III, R-IV] Certificates will only be owned, directly or indirectly, by
     Permitted Transferees.

          7. That the Owner's taxpayer identification number is _____________.


                                     I-1-2

<PAGE>

          8. That the Owner has reviewed the restrictions set forth on the face
     of the Class [R-I, R-II, R-III, R-IV] Certificates and the provisions of
     Section 5.02 of the Pooling and Servicing Agreement under which the Class
     [R-I, R-II, R-III, R-IV] 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, R-III, R-IV] Certificates in order to impede the assessment or
     collection of any tax.

          10. That the Owner anticipates that it will, so long as it holds any
     of the Class [R-I, R-II, R-III, R-IV] Certificates, have sufficient assets
     to pay any taxes owed by the holder of such Class [R-I, R-II, R-III, R-IV]
     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, R-III, R-IV] 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, R-III, R-IV] Certificates that the Owner intends to pay
     taxes associated with holding the Class [R-I, R-II, R-III, R-IV]
     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,
     R-III, R-IV] Certificates.

          13. That the Owner is not acquiring the Class [R-I, R-II, R-III, R-IV]
     Certificates with the intent to transfer any of the Class [R-I, R-II,
     R-III, R-IV] 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, R-III, R-IV] Certificates, or that may become insolvent or subject to
     a bankruptcy proceeding, for so long as the Class [R-I, R-II, R-III, R-IV]
     Certificates remain outstanding.

          14. That the Owner will, in connection with any transfer that it makes
     of the Class [R-I, R-II, R-III, R-IV] 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, R-III, R-IV]
     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, R-III, R-IV] Certificate, deliver to the
     Certificate Registrar an affidavit, which represents and warrants that it
     is not transferring such Class [R-I, R-II, R-III, R-IV] 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


                                     I-1-3

<PAGE>


     by such transferee as holder of such Class [R-I, R-II, R-III, R-IV]
     Certificate; (ii) may become insolvent or subject to a bankruptcy
     proceeding, for so long as the Class [R-I, R-II, R-III, R-IV] Certificates
     remain outstanding; and (iii) is not a "Permitted Transferee".

          16. That the Owner (i) calculated present values in accordance with
     Proposed Treasury Regulation Sections 1.860E-1(c)(4)(iii) and
     1.860E-1(c)(5) using a discount rate at least equal to the lesser of (A)
     the applicable Federal rate prescribed by Section 1274(d) of the Code,
     compounded semiannually, and (B) the rate at which the Owner regularly
     borrows, in the ordinary course of its trade or business, substantial funds
     from unrelated third parties, or (ii) calculated present values in such
     manner as may be provided in, and otherwise complied with, applicable
     temporary and/or final Treasury Regulations promulgated with respect to
     Proposed Treasury Regulation Sections 1.860E-1(c)(4)(iii) and
     1.860E-1(c)(5).


                                     I-1-4

<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 ___________, ____.


                                     I-1-5

<PAGE>



                                 EXHIBIT I-2

                         FORM OF TRANSFEROR CERTIFICATE

                      PURSUANT TO SECTION 5.02(d)(i)(D)


                                                                        [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette-MAC#N9303-121
Minneapolis, Minnesota  55479-0113
Attn: Corporate Trust Services (CMBS)

Re:  First Union National Bank Commercial Mortgage Trust, Commercial Mortgage
     Pass-Through Certificates, Series 2000-C2, Class [R-I, R-II, R-III, R-IV],
     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, R-III, R-IV] Certificates (the
"Class [R-I, R-II, R-III, R-IV] Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of November 1, 2000, among First Union Commercial Mortgage Securities, Inc.,
as depositor, First Union National Bank, as master servicer and as special
servicer, Wells Fargo Bank Minnesota, N.A., as trustee. All terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby represents and warrants to you, as
Certificate Registrar, that:

          1. No purpose of the Transferor relating to the transfer of the Class
     [R-I, R-II, R-III, R-IV] 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.


                                     I-2-1


<PAGE>


          3. The Transferor at the time of this transfer either (i)(A) 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, and (B) has
     determined that the present value of the anticipated tax liabilities
     associated with holding of the Class [R-I, R-II, R-III, R-IV] Certificates
     does not exceed the sum of (1) the present value of any consideration given
     to the Transferee to acquire the Class [R-I, R-II, R-III, R-IV]
     Certificates, (2) the present value of the expected future distributions on
     the Class [R-I, R-II, R-III, R-IV] Certificates, and (3) the present value
     of the anticipated tax savings associated with the holding the Class [R-I,
     R-II, R-III, R-IV] Certificates as the REMIC generates losses (having made
     such determination by (I) assuming that the Transferee pays tax at a rate
     equal to the highest rate of tax specified in Section 11(b)(1) of the Code,
     and (II) utilizing a discount rate for present valuations equal to the
     applicable Federal rate prescribed by Section 1274(d) of the Code,
     compounded semi-annually (or a lower discount rate based on the Transferee
     having demonstrated that it regularly borrows, in the ordinary course of
     its trade or business, substantial funds at such lower rate from unrelated
     third parties)), or (ii) based on an adequate review of the relevant facts
     and circumstances, neither knows nor should know that the Transferee would
     be unwilling, or unable to pay any taxes due on its share of the taxable
     income of [REMIC I, REMIC II, REMIC III, REMIC IV].

          4. The Transferor understands that the transfer of the Class [R-I,
     R-II, R-III, R-IV] Certificates may not be respected for United States
     income tax purposes (and the Transferor may continue to be liable for
     United States income taxes associated therewith) unless the tests described
     above in Paragraph 3(i) or 3(ii) have been met as to any transfer.

                                    Very truly yours,


                                    By:_________________________________________

                                    Name:_______________________________________

                                    Title:______________________________________



                                     I-2-2


<PAGE>



                                 EXHIBIT J-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                        [Date]

Standard & Poor's Ratings Services
55 Water Street
New York, New York  10041

Fitch, Inc.
One State Street Plaza
New York, New York  10004


Ladies and Gentlemen:

     This notice is being delivered pursuant to Section 6.09 of the Pooling and
Servicing Agreement dated as of November 1, 2000 relating to First Union
National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2000-C2 (the "Agreement"). Any term with initial capital
letters not otherwise defined in this notice has the meaning given such term in
the Agreement.

     Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
___________________ to serve as the Special Servicer under the Agreement.

     The designation of ____________________ as Special Servicer will become
final if certain conditions are met and on the date you will deliver to Wells
Fargo Bank Minnesota, N.A., the trustee under the Agreement (the "Trustee"), a
written confirmation stating that the appointment of the person designated to
become the Special Servicer will not result in the qualification, downgrading or
withdrawal of the rating or ratings assigned to one or more Classes of the
Certificates.


                                     J-1-1


<PAGE>



     Please acknowledge receipt of this notice by signing the enclosed copy of
this notice where indicated below and returning it to the Trustee, in the
enclosed stamped self-addressed envelope.

                                         Very truly yours,

                                         WELLS FARGO BANK MINNESOTA, N.A.


                                         By:____________________________________

                                         Title:_________________________________

Receipt acknowledged:

Standard & Poor's Ratings Services       Fitch, Inc

By:_______________________________       By:____________________________________

Title:____________________________       Title:_________________________________

Date:_____________________________       Date:__________________________________





                                     J-1-2

<PAGE>



                                 EXHIBIT J-2

             FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER


                                                                        [Date]

Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
Attn:  First Union National Bank, Series 2000-C2
                                         -------


Ladies & Gentlemen:

     Pursuant to Section 6.09 of the Pooling and Servicing Agreement dated as of
November 1, 2000 relating to First Union National Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2000-C2 (the
"Agreement"), the undersigned hereby agrees with all the other parties to the
Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges that, as of the
date hereof, it is and shall be a party to the Agreement and bound thereby to
the full extent indicated therein in the capacity of Special Servicer. The
undersigned hereby makes, as of the date hereof, the representations and
warranties set forth in Section 3.23(b) of the Agreement as if it were the
Special Servicer thereunder.

                                         _______________________________________

                                         By:____________________________________

                                         Name:__________________________________

                                         Title:_________________________________




                                     j-2-1

<PAGE>


                                    EXHIBIT K

                                   [RESERVED]
















                                       K-1

<PAGE>



                                    EXHIBIT L

                                   [RESERVED]


























                                      L-1

<PAGE>


                                    EXHIBIT M

                        FORM OF CMSA PROPERTY FILE REPORT























                                      M-1



<PAGE>
<TABLE>
<CAPTION>

FUNB 2000-C2
CMSA Property File


ITALICS indicate mortgage loans secured by multiple properties.

          1          2         3           4           5              6             7          8         9         10         11
                                                                    Cross-
     Transaction    Loan   Prospectus  Property  Distribution   Collateralized   Property  Property  Property   Property   Property
          ID         ID     Loan ID       ID         Date       Loan Grouping      Name     Address     City     State     Zip Code
<S>  <C>            <C>     <C>         <C>        <C>           <C>              <C>       <C>       <C>        <C>        <C>






<CAPTION>

      12         13      14        15            16              17          18           19             20          21        22
                                                                                       Allocated                  Current
              Property            Year                      Units/Beds/               Percentage      Current    Allocated   Ground
   Property     Type    Year      Last       Net Size At      Rooms At    Property    of Loan at     Allocated      Loan     Lease
    County      Code    Built  Renovated   Securitization  Securitization  Status   Securitization   Percentage    Amount   (Y/S/N)
<S> <C>       <C>       <C>     <C>         <C>              <C>           <C>       <C>              <C>          <C>       <C>




<CAPTION>

        23          24          25         26          27        28        29            30         31         32           33
                                          Date
       Other       Most        Most     Asset is                                                   Date    % Sq. Feet   % Sq. Feet
      Escrow/     Recent      Recent    Expected                                                   Lease    expiring     expiring
      Reserve    Appraisal  Appraisal    to Be     Foreclosure   REO    Occupancy    Occupancy   Rollover     1-12        13-24
     Balances      Date       Value     Resolved      Date      Date        %           Date      Review     months       months
<S>   <C>        <C>         <C>        <C>         <C>         <C>      <C>          <C>         <C>         <C>         <C>




<CAPTION>

          34           35           36         37       38       39       40        41       42       43          44
                                                                        Square             Square
      % Sq. Feet   % Sq. Feet   % Sq. Feet            Square            Feet of           Feet of   Fiscal
       expiring     expiring     expiring            Feet of    2nd       2nd      3rd      3rd      Year   Securitization
         25-36        37-48       49-60     Largest  Largest  Largest   Largest  Largest  Largest    End      Financials
        months       months       months     Tenant   Tenant   Tenant   Tenant    Tenant   Tenant   Month     As Of Date
<S>   <C>          <C>           <C>         <C>      <C>       <C>      <C>      <C>      <C>      <C>       <C>




<CAPTION>

       45              46             47              48             49              50             51            52          53
                                                                                                 Physical                  Preceding
                   Operating                         DSCR         Appraisal      Appraisal      Occupancy        Date         FY
   Revenue At     Expenses At       NCF At          NCF At        Value At        Date At           At         of Last     Financial
 Securitization  Securitization Securitization  Securitization Securitization  Securitization Securitization  Inspection  As of Date
<S> <C>            <C>             <C>            <C>             <C>            <C>             <C>            <C>        <C>





<CAPTION>

            54          55          56          57         58           59           60          61          62         63
                                            Preceding                               Sec
        Preceding    Preceding                Fiscal    Preceding   Preceding    Preceding     Second      Second
          Fiscal      Fiscal     Preceding  Year Debt    Fiscal    Fiscal Year       FY       Preceding  Preceding    Second
           Year        Year       Fiscal    Service Amt.  Year       Physical    Financial       FY          FY      Preceding
         Revenue     Expenses    Year NOI                 DSCR      Occupancy    As of Date    Revenue    Expenses    FY NOI
<S>      <C>         <C>          <C>        <C>         <C>        <C>          <C>           <C>         <C>        <C>




<CAPTION>

        64          65           66             67            68         69        70       71        72        73             74
                                Sec                                                        Most                Most           Most
      Second                 Preceding                                  Most              Recent     Most     Recent         Recent
    Preceding     Second         FY          Property        Most      Recent     Most     Debt     Recent  Financial      Financial
     FY Debt     Preceding    Physical     Contribution     Recent   Operating   Recent   Service    DSCR     As of        As of End
     Service      FY DSCR    Occupancy         Date        Revenue    Expenses    NOI     Amount    (NOI)   Start Date        Date
<S>  <C>         <C>          <C>           <C>             <C>        <C>       <C>      <C>        <C>     <C>            <C>




<CAPTION>

         75            76           77          78          79         80          81        82       83        84           85
                                                        Preceding
        Most                                              Fiscal                 Second              Most
       Recent                      DSCR      Preceding     Year      Second     Preceding   Most    Recent                Deferred
      Financial      NCF at      (NCF) at     Fiscal       DSCR     Preceding    FY DSCR   Recent    DSCR    NOI/NCF    Maintenance
      Indicator   Contribution  Contribution Year NCF     (NCF)      FY NCF       (NCF)      NCF    (NCF)   Indicator       Flag
<S>    <C>         <C>           <C>          <C>        <C>         <C>        <C>        <C>       <C>     <C>          <C>




</TABLE>



<PAGE>


                                    EXHIBIT N

                 FORM OF COMPARATIVE FINANCIAL STATUS REPORT


The Form of Comparative Financial Status Report for this Agreement is set forth
in Annex K to the Prospectus Supplement and is hereby incorporated.


















                                      N-1


<PAGE>



                                    EXHIBIT O

                            FORM OF REO STATUS REPORT


The Form of REO Status Report for this Agreement is set forth in Annex G to the
Prospectus Supplement and is hereby incorporated.



















                                      O-1

<PAGE>




                                    EXHIBIT P

                               FORM OF WATCH LIST


The Form of Watch List for this Agreement is set forth in Annex H to the
Prospectus Supplement and is hereby incorporated.






















                                      P-1


<PAGE>


                                    EXHIBIT Q

                      FORM OF DELINQUENT LOAN STATUS REPORT


The Form of Delinquent Loan Status Report for this Agreement is set forth in
Annex D to the Prospectus Supplement and is hereby incorporated.
































                                      Q-1

<PAGE>



                                    EXHIBIT R

                 FORM OF HISTORICAL LOAN MODIFICATION REPORT


The Form of Historical Loan Modification Report for this Agreement is set forth
in Annex E to the Prospectus Supplement and is hereby incorporated.





























                                      R-1

<PAGE>



                                    EXHIBIT S

                      FORM OF HISTORICAL LIQUIDATION REPORT


The Form of Historical Liquidation Report for this Agreement is set forth in
Annex F to the Prospectus Supplement and is hereby incorporated.































                                      S-1

<PAGE>


                                    EXHIBIT T

                        FORM OF NOI ADJUSTMENT WORKSHEET


The Form of NOI Adjustment Worksheet for this Agreement is set forth in Annex J
to the Prospectus Supplement and is hereby incorporated.































                                      T-1

<PAGE>



                                    EXHIBIT U

                      FORM OF OPERATING STATEMENT ANALYSIS


The Form of Operating Statement Analysis for this Agreement is set forth in
Annex I to the Prospectus Supplement and is hereby incorporated.






























                                      U-1

<PAGE>




                                    EXHIBIT V

                FORM OF INTERIM DELINQUENT LOAN STATUS REPORT































                                      V-1


<PAGE>





                                    EXHIBIT W

                        FORM OF CMSA PERIODIC UPDATE FILE































                                      W-1

<PAGE>


                                                               Periodic

<TABLE>
<CAPTION>

        1              2           3             4              5                  6                   7               8
   Transaction       Group       Loan        Prospectus    Distribution    Current Beginning     Current Ending     Paid To
        ID            ID          ID             ID            Date          Sched Balance       Sched Balance        Date
<S> <C>               <C>        <C>          <C>          <C>              <C>                    <C>               <C>




<CAPTION>

       9             10           11               12                13              14             15              16
    Current       Current      Maturity       Servicer and        Fee Rate        Fee Rate       Fee Rate        Fee Rate
  Index Rate     Note Rate       Date       Trustee Fee Rate    Strip Rate 1    Strip Rate 2   Strip Rate 3    Strip Rate 4
<S> <C>           <C>           <C>          <C>                  <C>             <C>            <C>            <C>




<CAPTION>

       17             18           19            20            21             22                 23                   24
    Fee Rate         Net       Next Index     Next Note    Next Rate     Next Payment         Scheduled            Scheduled
  Strip Rate 5       Rate         Rate          Rate        Adj Date       Adj Date        Interest Amount     Principal Amount
<S> <C>             <C>         <C>            <C>          <C>           <C>                <C>                  <C>




<CAPTION>
         25                     26                       27                     28                  29
   Total Scheduled            Neg Am/                Unscheduled         Other Principal       Liquidation/
       P&I Due          Deferred Int Amount     Principal Collections      Adjustments        Prepayment Date
<S> <C>                    <C>                    <C>                      <C>                 <C>




<CAPTION>

            30                         31                     32                 33           34         35
    Prepayment Penalty/       Prepayment Interest        Liquidation/        Most Recent    Blank    Cumulative
      Yld Maint Rec'd           Excess/Shortfall        Prepayment Code        ASER $       Field      ASER $
<S>    <C>                       <C>                      <C>                  <C>           <C>       <C>





<CAPTION>

         36                   37                  38                   39              40            41             42         43
       Actual             Total P&I            Total T&I         Other Expense      Status of        In        Foreclosure     REO
      Balance          Adv Outstanding      Adv Outstanding     Adv Outstanding       Loan       Bankruptcy        Date       Date
<S>   <C>              <C>                  <C>                  <C>                 <C>           <C>          <C>           <C>




<CAPTION>
      44                     45                   46              47                  48                49             50
  Bankruptcy            Net Proceeds          Liquidation    Realized Loss         Date of         Modification     Modified
     Date         Received on Liquidation       Expense        To Trust       Last Modification        Code        Note Rate
<S> <C>              <C>                       <C>            <C>               <C>                  <C>             <C>



<CAPTION>
        51                   52                   53                   54                    55                    56
     Modified         Preceding Fiscal     Preceding Fiscal     Preceding Fiscal      Preceding Fiscal      Preceding Fiscal
   Payment Rate         Year Revenue        Year Expenses           Year NOI         Year Debt Svc Amt         Year DSCR
<S> <C>                 <C>                  <C>                   <C>                  <C>                    <C>




<CAPTION>
            57                      58                    59                     60                     61
     Preceding Fiscal        Preceding Fiscal      Second Preceding       Second Preceding       Second Preceding
   Year Physical Occ'y       Year As of Date          FY Revenue            FY Expenses               FY NOI
<S> <C>                        <C>                   <C>                   <C>                     <C>





<CAPTION>
          62                      63                      64                     65                   66               67
   Second Preceding        Second Preceding        Second Preceding       Second Preceding       Most Recent      Most Recent
    FY Debt Service             FY DSCR           FY Physical Occ'y      FY Fin'l As of Date        Revenue         Expenses
<S> <C>                        <C>                   <C>                   <C>                     <C>             <C>




<CAPTION>
        68                69               70               71                 72                    73                  74
   Most Recent       Most Recent      Most Recent      Most Recent      Most Recent Fin'l     Most Recent Fin'l      Most Recent
       NOI           Debt Service         DSCR          Phys Occ'y      As of Start Date       As of End Date      Appraisal Date
<S> <C>                <C>             <C>              <C>               <C>                    <C>                <C>




<CAPTION>
         75                   76                     77                       78                          79                 80
    Most Recent        Workout Strategy       Most Recent Spec        Most Recent Master              Date Asset            Blank
  Appraisal Value            Code             Svc Transfer Date        Svc Return Date         Expected to be Resolved      Field
<S> <C>                  <C>                     <C>                      <C>                      <C>                      <C>




<CAPTION>
        81                82              83                 84                    85               86             87
  Current Hyper      Most Recent      Last Setup          Last Loan           Last Property       Number      Preceding Yr
     Am Date       Fin'l Indicator    Change Date     Contribution Date     Contribution Date    of Props    DSCR Indicator
<S> <C>              <C>               <C>              <C>                     <C>               <C>           <C>





<CAPTION>
           88                    89              90            91              92               93                   94
    Second Preceding         Most Recent       NOI/NCF      Date of       Preceding FY     Preceding FY       Second Preceding
   YR DSCR Indicator       DSCR Indicator     Indicator    Assumption         NCF           DSCR (NCF)             YR NCF
<S> <C>                      <C>              <C>           <C>            <C>               <C>                 <C>






<CAPTION>
          95                   96              97              98           99      100         101
   Second Preceding       Most Recent      Most Recent     Defeasance      ARA      ARA    Credit Tenant
     YR DSCR (NCF)            NCF          DSCR (NCF)        Status       Amount    Date       Lease
<S> <C>                    <C>               <C>            <C>           <C>       <C>     <C>





</TABLE>


<PAGE>

                                   EXHIBIT X-1

               FORM OF CERTIFICATE HOLDER CONFIRMATION CERTIFICATE
                          REQUEST BY BENEFICIAL HOLDER


                                                                        [Date]

Wells Fargo Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, Maryland 21703
Facsimile:  (301) 846-8195
Telephone:  (301) 815-6600
Attention:  Corporate Trust Services (CMBS)

Re:   First Union National Bank Commercial Mortgage Trust, Commercial
      Mortgage Pass-Through Certificates, Series 2000-C2
      ---------------------------------------------------------------


     In accordance with Section 3.15 of the Pooling and Servicing Agreement
dated as of November 1, 2000 (the "Pooling and Servicing Agreement"), among
First Union Commercial Mortgage Securities, Inc. as depositor (the "Depositor"),
First Union National Bank, as master servicer and as special servicer, and Wells
Fargo Bank Minnesota, N.A., as trustee (in such capacity, the "Trustee"), with
respect to the First Union National Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2000-C2 (the "Certificates"), the
undersigned hereby certifies and agrees as follows:

          1. The undersigned is a beneficial owner of the Class ____
     Certificates.

          2. The undersigned is requesting access to the information posted to
     the Trustee's Internet Website pursuant to Section 4.02 of the Pooling and
     Servicing Agreement, or the information identified on the schedule attached
     hereto pursuant to Section 3.15 of the Pooling and Servicing Agreement (the
     "Information").

          3. In consideration of the Trustee's disclosure to the undersigned of
     the Information, the undersigned will keep the Information confidential
     (except from its agents and auditors), and such Information will not,
     without the prior written consent of the Trustee, be disclosed by the
     undersigned or by its officers, directors, partners employees, agents or
     representatives (collectively, the "Representatives") in any manner
     whatsoever, in whole or in part; provided that the undersigned may provide
     all or any part of the Information to any other person or entity that holds
     or is contemplating the purchase of any Certificate or interest therein,
     but only if such person or entity confirms in writing such ownership
     interest or prospective ownership interest and agrees to keep it
     confidential.

                                     X-1-1

<PAGE>


          4. The undersigned will not use or disclose the Information in any
     manner which could result in a violation of any provision of the Securities
     Act of 1933, as amended, (the "Securities Act"), or the Securities Exchange
     Act of 1934, as amended, or would require registration of any Certificate
     pursuant to Section 5 of the Securities Act.

          5. The undersigned shall be fully liable for any breach of this
     agreement by itself or any of its Representatives and shall indemnify the
     Depositor, the Trustee, the Master Servicer, the Special Servicer and the
     Trust for any loss, liability or expense incurred thereby with respect to
     any such breach by the undersigned or any of its Representatives.

     IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto
by its duly authorized officer, as of the day and year written above.



                                    ____________________________________________
                                    BENEFICIAL HOLDER OF A
                                    CERTIFICATE

                                    By:_________________________________________

                                    Name:_______________________________________

                                    Title:______________________________________

                                    Phone:______________________________________


                                     X-1-2


<PAGE>


                                   EXHIBIT X-2

                     FORM PROSPECTIVE PURCHASER CERTIFICATE


                                                                        [Date]

Wells Fargo Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, Maryland 21703
Facsimile: (301) 846-8195
Telephone: (301) 815-6600
Attention: Corporate Trust Services (CMBS) - CTS Link Customer Service

Re:   First Union National Bank Commercial Mortgage Trust
      Commercial Mortgage Pass-Through Certificates,
      Series 2000-C2 (the "Certificates")
      ---------------------------------------------------

     In accordance with Section 3.15 of the Pooling and Servicing Agreement,
dated as of November 1, 2000 (the "Pooling and Servicing Agreement"), among
First Union Commercial Mortgage Securities, Inc., as depositor (the
"Depositor"), First Union National Bank as master servicer and as special
servicer, and Wells Fargo Bank Minnesota, N.A. as trustee (in such capacity, the
"Trustee"), with respect to the First Union National Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2000-C2 (the
"Certificates"), the undersigned hereby certifies and agrees as follows:

          1. The undersigned is contemplating an investment in the Class __
     Certificates.

          2. The undersigned is requesting access to the information posted to
     the Trustee's Internet Website pursuant to Section 4.02 of the Pooling and
     Servicing Agreement, or the information identified on the schedule attached
     hereto pursuant to Section 3.15 of the Pooling and Servicing Agreement (the
     "Information") for use in evaluating such possible investment.

          3. In consideration of the Trustee's disclosure to the undersigned of
     the Information, the undersigned will keep the Information confidential
     (except from its agents and auditors), and such Information will not,
     without the prior written consent of the Trustee, be disclosed by the
     undersigned or by its officers, directors, partners employees, agents or
     representatives (collectively, the "Representatives") in any manner
     whatsoever, in whole or in part.

          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.


                                     X-2-1


<PAGE>


          5. The undersigned shall be fully liable for any breach of this
     agreement by itself or any of its Representatives and shall indemnify the
     Depositor, the Trustee, the Master Servicer, the Special Servicer and the
     Trust for any loss, liability or expense incurred thereby with respect to
     any such breach by the undersigned or any of its Representatives.

     IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto
by its duly authorized officer, as of the day and year written above.


                                    ____________________________________________
                                    [PROSPECTIVE PURCHASER]


                                    By:_________________________________________

                                    Name:_______________________________________

                                    Title:______________________________________

                                    Phone:______________________________________




                                     X-2-2


<PAGE>





                                    EXHIBIT Y

                          FORM OF CMSA BOND FILE REPORT















                                      Y-1

<PAGE>





                                    EXHIBIT Z

                      FORM OF CMSA COLLATERAL SUMMARY FILE






















                                      Z-1